Thank you for requesting this Product Disclosure Statement from Funds
Focus.
Fee Reduction
As highlighted within our offers page, whilst most managed funds typically pay
an entry fee of up to 5%. Applications lodged through Wealth Focus will
receive a rebate of up to 5% directly into your fund, providing you with more
money in your fund.
How to Apply
Please have a read through the PDS and if you would like to invest the
application pages can generally be found towards the back of the document.
You will only need to send the application section back with a cheque/direct
debit payable direct to the investment company (not ourselves). You should
take note of any minimum investment amounts that may apply and proof of ID
that is now required for the new Anti-Money Laundering regulations.
Then mail the completed application directly to us.
We will then check to ensure your form is completed correctly before
forwarding your document on to the investment provider on your behalf.
Wealth Focus Pty Ltd
Reply Paid 760
Manly
NSW 1655
Please note that we are unable to track applications mailed directly to the
product provider and therefore cannot guarantee that your discounts have
been applied in these instances.
Should you wish to take advantage of our free annual valuation and tax report
for all your investments you should complete our broker nomination form for
The Wealth Focus Investment Service.
Regards
Sulieman Ravell
Managing Director
Wealth Focus Pty Ltd
ABN 87 123 556 730 AFSL: 314872
56 The Corso, Manly, NSW 2095
Postal Address: PO Box 760, Manly, NSW 1655
Requirements for verifying your identity under the new Anti Money Laundering
(AML)/Counter Terrorism Financing (CTF) Act
The new AML/CTF Act cameinto effect on the 12th December 2007. All financial
planning and fund management companies are now required to collect, verify and
store specific customer information before arranging certain services such as managed
investments for a client. It is designed to prevent, detect and protect Australian
business from money laundering and the financing of terrorist activities.
We are currently in a transition phase and as such whilst most companies will not
accept any new business without a person identity being verified, there are a number
that still do not. To avoid confusion, we request that all new applications are sent with
‘certified documentation’.
We’ve found that the easiest way to provide the required documentation is to
have a copy of your driving licence or passport certified by Australia Post or a
Justice of the Peace (please see following page for a full list of individuals that
can certify documentation).
Once this has been completed, under the current requirements we will not
require you to send identification again.
What you need to do
You will need to enclose a certified piece of photographic evidence or one piece of
primary non-photographic evidence and one piece of secondary evidence (please refer
to the Identification Form for document requirements), with your application form
and post to us at the following address
Wealth Focus Pty Ltd
Reply Paid 760
Manly
NSW 1655
Please do not send us original driving licences or passports as these can very easily
get lost in the post. Copies of documents can be certified by an authorised individual,
they will need to sight and verify that the copy is a ‘certified true copy’, sign, date,
print their name and list their qualification.
ANTI-MONEY LAUNDERING REQUIREMENT FOR NEW APPLICATIONS
IDENTIFICATION FORM
INDIVIDUALS & SOLE TRADERS
GUIDE TO COMPLETING THIS FORM (MUST BE INCLUDED WITH ALL NEW APPLICQATIONS)
o Complete one form for each applicant. Complete all applicable sections of this form in BLOCK LETTERS.
o Please contact us on 1300 55 98 69 if you have any queries.
o If you wish to apply in the name of a super fund, trust or company, please contact us for an alternative identification
form.
SECTION 1A: PERSONAL DETAILS
Date of Birth dd/mm/yyyy
Surname
Full Given Name(s)
Residential Address (PO Box is NOT acceptable)
Street
Suburb
State
Postcode
Country
COMPLETE THIS PART IF INDIVIDUAL IS A SOLE TRADER
Full Business Name (if any)
ABN (if any)
Principal Place of Business (if any) (PO Box is NOT acceptable)
Street
Suburb
State
Postcode
Country
Who can verify customer identity documents?
Please find below a list of all the Approved Individuals that can certify documents:
•
A Justice of the Peace
•
An agent of the Australian Postal Corporation who is in charge of an office supplying postal services to the public, or a
permanent employee with more than two years continuous service (who is employed in an office supplying postal services to
the public)
•
A notary public (for the purposes of the Statutory Declaration Regulations 1993)
•
A person who is enrolled on the roll of the Supreme Court of a State or Territory, or the High Court of Australia, as a legal
practitioner (however described)
•
A judge, magistrate, registrar or deputy registrar of a court
•
A chief executive officer of a Commonwealth Court
•
A police officer
•
An Australian consular or diplomatic officer (within the meaning of the Consular Fees Act 1955)
•
An officer or finance company officer with two or more continuous years of service with one or more financial institutions (for
the purposes of the Statutory Declaration Regulations 1993)
•
An officer with, or authorised representative of, a holder of an Australian Financial Services Licence, having two or more
continuous years of service with one or more licensees, and
•
A member of the Institute of Chartered Accountants in Australia, CPA Australia or the National Institute of Accountants with
more than two years continuous membership.
1/2
V 200712.04
IDENTIFICATION FORM
INDIVIDUALS & SOLE TRADERS
VERIFICATION PROCEDURE
Attach a certified copy of the ID documentation used as proof of identity. ID enclosed should verify the applicant’s full
name; and EITHER their date of birth or residential address.
o Complete Part I (or if the individual does not own a document from Part I, then complete either Part II or III.)
o Contact your licensee if the individual is unable to provide the required documents.
PART I – ACCEPTABLE PRIMARY ID DOCUMENTS
Tick
3
Select ONE valid option from this section only
Australian State / Territory driver’s licence containing a photograph of the person
Australian passport (a passport that has expired within the preceding 2 years is acceptable)
Card issued under a State or Territory for the purpose of proving a person’s age containing a photograph of the person
Foreign passport or similar travel document containing a photograph and the signature of the person*
PART II – ACCEPTABLE SECONDARY ID DOCUMENTS – should only be completed if the individual does not own a document from Part I
Tick
3
Tick
3
Select ONE valid option from this section
Australian birth certificate
Australian citizenship certificate
Pension card issued by Centrelink
Health card issued by Centrelink
AND ONE valid option from this section
A document issued by the Commonwealth or a State or Territory within the preceding 12 months that records the provision of
financial benefits to the individual and which contains the individual’s name and residential address
A document issued by the Australian Taxation Office within the preceding 12 months that records a debt payable by the
individual to the Commonwealth (or by the Commonwealth to the individual), which contains the individual’s name and
residential address. Block out the TFN before scanning, copying or storing this document.
A document issued by a local government body or utilities provider within the preceding 3 months which records the provision
of services to that address or to that person (the document must contain the individual’s name and residential address)
If under the age of 18, a notice that: was issued to the individual by a school principal within the preceding 3 months; and
contains the name and residential address; and records the period of time that the individual attended that school
PART III – ACCEPTABLE FOREIGN ID DOCUMENTS – should only be completed if the individual does not own a document from Part I
Tick
3
BOTH documents from this section must be presented
Foreign driver's licence that contains a photograph of the person in whose name it issued and the individual’s date of birth*
National ID card issued by a foreign government containing a photograph and a signature of the person in whose name the
card was issued*
*Documents that are written in a language that is not English must be accompanied by an English translation prepared by an accredited translator.
2/2
3 July 2008
Man Investments Australia Limited
Financial Services Guide ABN 47 002 747 480 AFS Licence Number 240581
Financial Services Guide
This Financial Services Guide (FSG) is provided to you
by Man Investments Australia Limited (Man Investments
Australia, we, our, us) to inform you of the financial services
provided by us and to comply with our obligations as the
holder of an Australian financial services licence.
The purpose of this FSG is to assist you in deciding
whether to use our financial services by providing you
with information on:
• the products and services we can offer you;
• how we and other related parties are paid;
• our relationship with investment companies sponsored
by us; and
• details of our complaints handling procedures.
You will receive a disclosure document (either a product
disclosure statement or prospectus, as applicable) from us
if you choose to use our products or services containing
information about the relevant product or service.
Who are we?
Man Investments Australia holds an Australian financial
services licence, number 240581. We act under our own
licence when we provide services to you and we do not act
as a representative of any other licensee when providing
those services. Man Investments Australia sponsors strategic
investments designed to diversify traditional investments in
stock, property and bond markets. Man Investments Australia
is a subsidiary of Man Group plc, a UK financial services
group. Man Group plc was established in 1783 and is listed
on the London Stock Exchange. Members of the Man
Group such as the investment manager, introducing broker
and valuer, provide services to the investment companies
sponsored by Man Investments Australia and the funds for
which Man Investments Australia is the responsible entity
(collectively, the Funds) as outlined in the relevant disclosure
document, and may provide other services from time to time.
What products and services are we authorised
to provide?
Man Investments Australia is authorised to provide the
following financial services to retail and wholesale clients:
• general financial product advice in respect of interests in
managed investment schemes, securities, derivatives and
basic and non-basic deposit products;
• dealing services including issuing, applying for, acquiring,
varying or disposing of interests in managed investment
schemes and securities;
• dealing services including applying for, acquiring, varying or
disposing of a financial product on behalf of another person
in respect of basic and non-basic deposit products, interests
in managed investment schemes and securities; and
• operating a registered managed investment scheme which
invests in financial assets.
How can you give us instructions?
You can contact us by telephone, mail, email, fax or by
accessing our website. There may be special arrangements
for giving us instructions in relation to our products or
services, details of which are explained in the relevant
disclosure document.
Fees, charges and expenses
Man Investments Australia does not charge any fees for giving
general advice in relation to Funds. If you invest in a Fund, Man
Investments Australia will receive remuneration in relation to
your investment in that Fund. This remuneration may include
sales or entry fees (based on the amount you invest). It may
also include fees for providing sales, marketing, administration
and management services to Funds (which may be a flat fee
or based on the net asset value of the relevant Fund). The fees
and charges you pay and any benefits we receive are set out in
detail in the applicable disclosure document.
You may request particulars of the remuneration or other benefits
that we receive in relation to a Fund within a reasonable time
after you are given this FSG, and before we provide you with any
financial service described in this FSG. Our staff are remunerated
by a salary and they are also eligible to participate in a profit
share scheme which relates to their duties and the overall
performance of Man Investments Australia.
In addition, your licensed financial advisor may also receive
remuneration in relation to your investment in a Fund. Please
contact your licensed financial advisor for further details.
What insurance arrangements do we have
in place?
Man Investments Australia has professional indemnity insurance
in place in respect of the financial services we provide to retail
clients. Man Investments Australia’s professional indemnity
insurance covers work done by our representatives or
employees during the period of their employment, even if
they cease to be employed by us. It does not cover work
done by representatives or employees after they cease to
be employed by us.
Who should I contact if I have a complaint?
Man Investments Australia has procedures for handling
complaints and is committed to handling any complaint
quickly, fairly and in the strictest confidence. In the event that
you have a complaint, please call Man Investments Australia
client services, email, or write to us.
If you are not satisfied with our handling of your complaint,
you can take matters further and ask an independent
complaints scheme to review your complaint. Man
Investments Australia is a member of the Financial
Ombudsman Service (FOS), GPO Box 3, Melbourne
VIC 3001. You can call FOS on 1300 780 808.
Man Investments Australia provides general advice but does
not give personal financial advice. Such advice should be
provided by your licensed financial advisor.
Man Investments Australia Limited ABN 47 002 747 480 Australian Financial Services Licence 240581
Level 21 Grosvenor Place 225 George Street Sydney PO Box N672 Grosvenor Place NSW 1220 Australia
Phone (61-2) 8259 9999 Fax (61-2) 9252 4453 Website www.maninvestments.com.au Email info@maninvestments.com.au
A101 - 07/08
MAN AHL DIVERSIFIED (AUD) LIMITED
MAN
DIVERSIFIED
( AUD ) LIMITED
2 April 2008
PROSPECTUS
MAN AHL DIVERSIFIED (AUD ) LIMITED ARBN 122 436 408
contents
Section No.
Man AHL Diversified (AUD)
is an investment opportunity
designed to provide
diversification by aiming
to perform independently
of investments in
traditional markets.
Man AHL Diversified (AUD)
Limited participates in the trading
of a managed portfolio of
investments in stock, bond,
currency, interest rate, energy,
metal, credit, volatility and
agricultural markets, which may
include the use of futures,
options, forward contracts, swaps
and other derivative instruments.
Neither the Man Group nor
the Directors guarantee the
performance of the Company
or return of capital.
A copy of this prospectus was
lodged with the Australian
Securities & Investments
Commission on 2 April 2008. The
Australian Securities &
Investments Commission takes no
responsibility for the contents of
this prospectus.
CONTENTS
Additional copies of this
prospectus may be obtained from
the Company or Man Investments
Australia. The invitation
contained in the electronic
version of this prospectus is
available to persons receiving the
electronic prospectus in Australia
and New Zealand. This prospectus
does not constitute an offer in
any jurisdiction where it would
be illegal to make such offers or
where such offers are not
permitted. No Shares will be
issued on the basis of this
prospectus after the expiry date
for this prospectus, being 13
months after the date of this
prospectus (that is, 2 May 2009).
Investors should regard the
Shares offered by this prospectus
as speculative and should
consider the key risks in
Section 8.
01
02
03
04
05
06
07
08
09
10
11
12
13
14
15
A
B
Key information
Page 02
Investment overview
Page 04
The AHL Diversified Program
Page 08
Valuable diversification tool
Page 11
Performance vs maximum
drawdown
Page 12
Diversifying a traditional
investment portfolio
Page 13
Experienced
investment management
Page 14
Key risks
Page 15
Fees
Page 17
The Company
Page 18
The Shares
Page 20
Dealing with Shares
Page 23
Additional information
Page 25
Taxation
Page 28
Definitions and directory
Page 33
Appendix
Financial statements
Appendix
The Application Form
1
01
key information
Man AHL Diversified (AUD) provides investors with direct access to the AHL Diversified
Program, an investment program that trades in more than 100 international markets.
This section sets out key information regarding investing in Man AHL Diversified (AUD). You should read this prospectus in
its entirety and seek advice from a licensed financial advisor before making an investment decision.
Investment objective
Sections 2, 3 and 4
Man AHL Diversified (AUD) aims to generate medium term capital growth in both rising
and falling markets by providing access to the AHL Diversified Program.
This aim is based on the past performance of the AHL Diversified Program (see Section 3).
Past performance is not a reliable indicator of future performance.
Key benefits
Sections 2, 3, 4, 5, 6
and 7
Man AHL Diversified (AUD) provides investors with access to one of the world’s longest
running managed futures programs which has had a low correlation with the performance
of traditional asset classes.
Key risks
Section 8
You should carefully consider all of the key risks set out in Section 8.
There are risks associated with an investment in Man AHL Diversified (AUD) which may
lead to you losing some or all of the money you invest. There is no guarantee that you
will receive any return. These risks include the following:
• the Shares offered by this prospectus are speculative and will depend on the
performance of the Investment Manager and the trading systems and the
strategies selected;
• the Company will make investments in markets that are volatile and may become
illiquid; and
• the sale or redemption of Shares and the payment of proceeds may be suspended.
An investment in Shares is also subject to high volatility. An investment in Shares should
only be made by investors who are able to sustain a loss.
2
Underlying
investments
Sections 2 and 3
The Company invests using the AHL Diversified Program and in the Cash Deposit.
Investment exposure
Section 2
Each A$1.00 invested in the Company will receive 100% exposure to the AHL
Diversified Program.
The offer
Section 11
Shares in Man AHL Diversified (AUD) may be purchased at the Subscription Price
calculated weekly as set out in Section 11 of this prospectus.
Weekly deadline to
purchase Shares
Section 11
Completed Application Form, certified copy of identification documents and cleared
application moneys should be received by Man Investments Australia by midday Sydney
time 3 Business Days before the relevant Dealing Day (Relevant Time). The Dealing Day
will generally be Tuesday of each week and applications will generally be required by
midday Sydney time on Thursday of the preceding week.
Weekly deadline to
sell or redeem Shares
Section 12
Completed sale or redemption notices should be sent to Man Investments Australia by
midday Sydney time 3 Business Days before the relevant Dealing Day (Relevant Time).
As the Dealing Day will generally be Tuesday of each week, sale or redemption notices
will generally be required by midday Sydney time on Thursday of the preceding week.
Minimum Application
Amount
Section 11
A$20,000 and then in multiples of A$1,000.
KEY INFORMATION
MAN AHL DIVERSIFIED (AUD) LIMITED
Shareholders in Man AHL Diversified (AUD) have the flexibility to buy or
sell Shares weekly.
Minimum Additional
Application Amount
Section 11
A$5,000 then in multiples of A$1,000 subject to the Minimum Holding requirement.
Applications for
Shares
Section 11,
Application form
You can apply for Shares only on an Application Form accompanying this prospectus.
Valuation of Shares
Section 11
The NAV will be calculated weekly and published on www.maninvestments.com.au
Shareholder reports
Weekly:
NAV update (see above).
Monthly:
Report from the Investment Manager published on www.maninvestments.com.au
Annually:
Annual Report containing a report from the Investment Manager, a Directors’
report and annual accounts prepared in accordance with International
Financial Reporting Standards.
Liquidity
Section 12
New Zealand investors must complete the Application Form attached to the
investment statement.
Shares can be sold or redeemed weekly subject to the terms and conditions in Section 12.
Shareholders can sell Shares to Man Investments Australia or have them redeemed by
the Company for a Minimum Redemption equivalent to A$5,000 in Shares and then in
multiples equivalent to A$1,000 in Shares.
Shareholders must retain a Minimum Holding equivalent to A$20,000 in Shares (less any
applicable entry fee), unless the Minimum Holding falls below this amount as a result of
fluctuations in the NAV.
The NAV can vary significantly within a short period of time and Shareholders will not
know in advance of giving notice of their intention to redeem or sell Shares, the price
at which the Shares referred to in that notice will be redeemed by the Company or
purchased by Man Investments Australia.
Fees
Section 9
The table in Section 9 sets out the fees and costs of the Company.
Taxation
Section 14
Taxation summaries for Australian and New Zealand resident taxpayers are included
in Section 14. You should, however, seek your own tax advice.
Investment Manager
Section 7
Man Investments
Sponsor
Section 7
Man Investments Australia
Definitions
Section 15
Definitions of terms used in this prospectus are set out in Section 15.
Contact details
Man Investments Australia Limited
Level 21, Grosvenor Place
225 George Street
Sydney NSW 2000 Australia
Phone (61-2) 8259 9999 or
Toll free (Australia) 1800 222 355 or
toll free (New Zealand) 0800 878 220
Email info@maninvestments.com.au
www.maninvestments.com.au
MAN AHL DIVERSIFIED (AUD) LIMITED
KEY INFORMATION
3
02
investment overview
Man AHL Diversified (AUD) is the first fund
launched by Man Investments Australia,
a member of Man Group plc, that offers
investors an opportunity to buy and sell
Shares weekly.
Background
Man AHL Diversified (AUD) is the first in a new series of
alternative investment funds sponsored by Man
Investments Australia. Since 1997, Man Investments
Australia has launched 31 OM-IP funds which have more
than A$6.9 billion† under management. A key component
of these funds is the AHL Diversified Program.
Responding to investor and financial advisor demand,
Man Investments Australia has for the first time structured
an investment that provides investors with direct access
to the AHL Diversified Program and the flexibility to buy
or sell Shares weekly.
Investment strategy
The Company’s investment strategy is to access the
performance of the AHL Diversified Program which
is managed by Man Investments in London. The AHL
Diversified Program seeks to identify opportunities to
profit from price movements, take advantage of strong
market trends and exploit other market inefficiencies
in over 100 international markets around the world.
Whilst an investment in Shares is designed to generate
medium term capital growth* and make gains in both
rising and falling markets, the Company may also
experience periods of volatility, with investors
experiencing sharp increases or decreases in the NAV.
Each A$1.00 invested in the Company will have an
investment exposure to the AHL Diversified Program
of 100% and the Company will also invest in the
Cash Deposit.
Man AHL Diversified (AUD) aims to generate medium term
capital growth* by identifying and taking advantage of
upward and downward price trends. It has shown a low
correlation with traditional investments, enabling investors
to diversify a traditional investment portfolio of stock,
property and bonds. Unlike the OM-IP funds, this fund
does not have a capital guarantee nor a second
complementary investment portfolio.
As at 25 February 2008, the Company has approximately
A$143 million under management. Further information
regarding the Shares including performance information,
may be found on www.maninvestments.com.au
† Funds under management as at 29 February 2008.
* The aim to generate medium term capital growth is based on the past performance of the AHL Diversified Program (see Section 3).
Past performance is not a reliable indicator of future performance.
4
INVESTMENT OVERVIEW
MAN AHL DIVERSIFIED (AUD) LIMITED
How the Company invests
The Cash Deposit
The Company invests approximately 70% of its net assets
in the Cash Deposit with an institution
or institutions selected by the Investment Manager with
a rating of at least A- by Standard & Poor’s.
The Company uses the Cash Deposit to meet expenses,
fund the sale or redemption of Shares and manage the
Company’s investments including meeting any additional
margin requirements when the Company invests using the
AHL Diversified Program.
The Company may hold the Cash Deposit with one
or more financial institutions. It may include fixed
deposits, certificates of deposit, money market collective
investment schemes, commercial paper, treasury bills
and bonds issued or guaranteed by the government of
an OECD (“Organisation For Economic Cooperation and
Development”) member country or other cash equivalent
investments recommended by the Investment Manager
and approved by the Directors.
The balance is invested by the Company on the advice of
the Investment Manager using the AHL Diversified Program
and in cash. It is estimated this investment will equal
approximately 30% of the net assets of the Company and
of these remaining proceeds not held in the Cash Deposit,
the Company will invest approximately 20% of the net
assets of the Company in the AHL Diversified Program.
Any surplus funds will be held on deposit with the
International Broker or such other institution as
determined by the Investment Manager.
The AHL Diversified Program
The AHL Diversified Program is used to trade directly
or indirectly in more than 100 international markets.
Trading is conducted in the name of the Company with
the International Broker or in such other manner as the
Investment Manager approves.
Although the Company invests approximately 20% of
its net assets using the AHL Diversified Program this will
give the Company an investment exposure to the AHL
Diversified Program equal to 100% of the NAV. This
exposure is possible due to the leverage available from
trading in international futures, options, derivatives and
currency markets which require deposits of approximately
20-30% of the underlying contract value, providing
leverage to the investment of approximately 70-80%.
The AHL Diversified Program has no assets, liabilities,
profits or losses as it is an investment program. The past
performance of the AHL Diversified Program is described
in Section 3.
Managing the Company’s investments
The Investment Manager monitors the proportion of
funds invested by the Company using the AHL Diversified
Program and in the Cash Deposit with a view to
maintaining an investment exposure of 100% of the NAV
to the AHL Diversified Program. As part of this process,
the Investment Manager may change the allocation
between the Cash Deposit and the AHL Diversified
Program based on the available trading capital. The
investment allocations are based upon current
recommendations by the Investment Manager. As part
of the Investment Manager’s ongoing review process,
investment allocations will be continually reviewed and
allocations are subject to change.
The Investment Manager may also recommend, and
the Directors may approve, the Company investing in
other investments which provide a similar and more
cost effective investment exposure to the AHL
Diversified Program. The Company has currently entered
into an arrangement under which additional short term
funds can be made available to the Company. This
arrangement will not be used by the Company for
gearing purposes.
Brokerage accounts opened directly with the International
Broker are denominated in Australian dollars and the
profits and/or losses and interest earned are accounted
for in calculating the NAV.
The funds held in the brokerage accounts are used to meet
the margin requirements of the orders generated when the
Company invests using the AHL Diversified Program.
MAN AHL DIVERSIFIED (AUD) LIMITED
INVESTMENT OVERVIEW
5
24 hour
access to
more than 100
international
markets
03
the AHL diversified program
The performance of the AHL Diversified Program is
demonstrated by Man Investments’ longest running weekly
dealing AHL fund, Man AHL Diversified plc, which has a
history of performing in both rising and falling markets. A
systematic computer driven program managed by Man
Investments in London, it invests in over 100 international
markets in a wide range of sectors including stocks, bonds,
currencies, short-term interest rates, energy, metals, credit
indices, volatility and agricultural markets. The AHL
Diversified Program has delivered a compound annual
return of 19.6% since March 1996 and a compound annual
return of 12.5% over the last five years^.
The AHL Diversified Program trades
around-the-clock in more than 100
international markets.
The AHL Diversified Program is primarily a managed
futures program used by Man Investments to manage
funds for leading institutions and private investors. AHL,
one of Man Investments’ core investment managers, has
approximately US$20.6 billion† under management.
Man Investments’ expertise in managing the AHL
Diversified Program was recognised in the Euromoney
Private Banking Survey 2008 (best third party provider of
managed futures) in Western Europe, North America,
Middle East, Latin America, Saudi Arabia, Switzerland,
Singapore, Taiwan, Canada, Argentina, Bahrain, Finland,
Japan, Thailand, United States, Uruguay, Brazil, and Belgium
categories. Man Investments was also recognised by
Financial News as the European Asset Management Firm of
the Decade in 2006+.
The AHL Diversified Program is underpinned by a strong
research ethic, which allows for continual refinements to
the investment process.
The AHL Diversified Program is designed to analyse trends
and capture opportunities across a broad range of markets.
Trading around the clock using real time price information,
the AHL Diversified Program is primarily directional and
positioned to profit from price movements, take advantage
of strong market trends and exploit market inefficiencies.
AHL Diversified Program
March 1996 – February 2008^
0'''
/'''
.'''
-'''
,'''
+'''
*'''
)'''
('''
;\Z0-
;\Z0.
;\Z0/
;\Z00
;\Z''
;\Z'(
;\Z')
;\Z'*
;\Z'+
;\Z',
;\Z'-
;\Z'.
Source
Man Investments
Note
The chart is expressed in log scale to uniformly illustrate percentage changes each month. It shows an index of the performance of the AHL
Diversified Program through the actual trading results of Man AHL Diversified plc, Man Investments’ longest running weekly dealing AHL fund. It is not
designed to predict or forecast the future performance of the AHL Diversified Program or Man AHL Diversified (AUD). The final weekly valuation is
used to calculate the monthly return. As there was no weekly valuation in March 1996, the first monthly return shown is for April 1996.
† Funds under management as at 31 December 2007.
+ Note: Awards are granted by external agencies who evaluate fund managers and their funds.
^ Past performance is not a reliable indicator of future performance. Performance figures are calculated net of all fees as at 25 February 2008.
8
THE AHL DIVERSIFIED PROGRAM
MAN AHL DIVERSIFIED (AUD) LIMITED
The key strength of the AHL Diversified Program is that
it is designed to be robust, stable and scalable. It achieves
this by trading in a range of market instruments and timeframes and using a number of trading frequencies and
trading strategies. The scope to invest in a diversified
portfolio of market sectors, currently comprising stocks,
bonds, currencies, short term interest rates, energy, metals,
credit indices, volatility and agricultural markets widens
the program’s opportunities and helps decrease investment
risk.
Period
Compound
Annual Return^
Since inception
19.6%
Last 10 years
17.1%
Last 9 years
15.4%
Last 8 years
16.1%
All the systems applied by the AHL Diversified Program
are designed to target defined volatility levels and
the investment process is underpinned by computersupported analytical instruments and disciplined real-time
risk control and management information systems.
Last 7 years
15.3%
Last 6 years
16.7%
Last 5 years
12.5%
Relying solely on computer-driven trading, the AHL
Diversified Program is 100% systematic. The allocation
of assets to specific markets takes account of:
Last 4 years
13.3%
Last 3 years
18.4%
• correlation between specific sectors and markets,
Last 2 years
16.0%
• expected returns and volatilities,
Last 12 months
25.0%
• market access costs, and
• the liquidity of the markets.
To judge performance over a short term period of
one, two or even three years can be misleading as an
investment in the Company, over the short term, may
be volatile. It will inevitably, like other investments, have
periods of flat, below average or negative performance.
MAN AHL DIVERSIFIED (AUD) LIMITED
^ Past performance is not a reliable indicator of future performance.
Performance figures are calculated net of all fees as at 25 February
2008. They are the actual trading results for Man AHL Diversified
plc, Man Investments’ longest running weekly dealing AHL fund.
The final weekly valuation is used to calculate the monthly return on
which the compound annual return is based. As there was no weekly
valuation in March 1996, the first monthly return used to calculate
the compound annual return is for April 1996. As the Company only
commenced trading on 2 July 2007, actual long term performance
data for the Company is not available. Further information regarding
the Shares, including performance information, may be found on
www.maninvestments.com.au
THE AHL DIVERSIFIED PROGRAM
9
AHL Diversified Program
Market sectors
8^i`ZlckliXcj+%*
@eZcl[\jZfie#n_\Xk#
Zfkkfe#Zf]]\\Xe[jl^Xi
:i\[`k'%/
MfcXk`c`kp'%+
@ek\i\jkiXk\j.%0
@eZcl[\j8L;Ki\XjlipY`ccj#
:XeX[`Xe9Xeb\ij8ZZ\gkXeZ\#
<lifjn`jj=iXeZXe[<lifp\e
:lii\eZ`\j)*%(
D\kXcj/%+
@eZcl[\j^fc[#Xcld`e`ld#
Zfgg\iXe[e`Zb\c
@eZcl[\j8&LJ#
™&LJ# ¤&LJXe[ª&LJ
JkfZbj(.%'
@eZcl[\jE`bb\`)),@e[\o#
JG,''@e[\o#=KJ<(''@e[\o
Xe[;8O*'@e[\o
<e\i^`\j(/%,
@eZcl[\jYi\ekZil[\#^Xjfc`e\#
eXkliXc^XjXe[_\Xk`e^f`c
9fe[j(0%,
@eZcl[\j8L;k_i\\p\XiYfe[j#
LJKi\XjlipYfe[j#AXgXe\j\Yfe[j
Xe[<lif$9fe[j
Source
Man Investments
Note
This is a schematic illustration which indicates broadly the sectors in which the AHL Diversified Program invests. It shows the estimated proportion of
trading capital allocated to each market sector as at 29 February 2008. The sectors in which the AHL Diversified Program invests are regularly reviewed
and may change depending on market conditions and trading signals generated by the AHL Diversified Program and as a result of the Investment
Manager’s ongoing research.
The AHL Diversified Program recognises the importance of
diversification by currently accessing over 100
international markets and trading a wide range of market
instruments which may include futures, options, forward
contracts, swaps and other derivative instruments.
The chart above illustrates the diversified market sectors
traded by the AHL Diversified Program as at 29 February
2008. Due to the dynamic and global nature of the AHL
Diversified Program, it is not possible to show a
geographic representation of the market sectors traded.
As part of its ongoing investment in research and
technology, the number and diversity of markets,
strategies and instruments traded directly or indirectly
by the AHL Diversified Program may change over the life
of the investment.
Man Investments attributes the success of the AHL
Diversified Program to its ongoing investment in research
and technology. This has led to the development of a
disciplined trading program which aims to maximise
returns while reducing and controlling risk by:
10
THE AHL DIVERSIFIED PROGRAM
Strong research ethic – ensuring that the range and
versatility of investment techniques, strategies and
markets are constantly extended with a view to continued
performance.
Sophisticated computerised processes – 100% systematic
and relying solely on computer driven trading, the program
identifies trends and exploits inefficiencies in markets
around the world.
Stable trading and implementation infrastructure –
operating around-the-clock with systems driven by
powerful computerised processes.
Risk control – conducting rigorous risk control and
ongoing research focusing on a disciplined investment
approach, diversification and efficiency.
Portfolio testing – conducting daily stress-testing to
determine the robustness of its portfolio.
MAN AHL DIVERSIFIED (AUD) LIMITED
04
valuable diversification tool
stockmarket indices in the chart below. It shows that the
AHL Diversified Program continued to record positive
medium term growth despite the downturn in global and
Asia Pacific stockmarkets and flat performance of the
Australian stockmarket in the period highlighted^.
Man AHL Diversified (AUD)
aims to generate returns that are not
dependent on the continued growth
of global stockmarkets*.
The AHL Diversified Program has outperformed the
Australian and global stockmarket indices with greater
volatility. The AHL Diversified Program has recorded a
volatility of 18.0% p.a since March 1996 while the S&P/ASX
300 (Accum.) Index, the MSCI World (Total Return) Index
and the MSCI Asia Pacific recorded a lower volatility of
11.5% p.a, 13.9% p.a and 17.9% p.a respectively over the
same period~.
Performance during difficult equity market conditions
The AHL Diversified Program has a history of generating
returns that have a high degree of independence from the
direction of both Australian and global stockmarkets and
has provided investors with diversification during
stockmarket corrections^.
Man AHL Diversified (AUD) aims to generate returns that
are not dependent on the continued growth of
stockmarkets by using the performance of the AHL
Diversified Program*.
The chart also shows that the AHL Diversified Program
generated returns regardless of the direction of these
markets and provided investors with a significant
element of diversification within a traditional investment
portfolio. Past performance is not a reliable indicator
of future performance.
The past performance of the AHL Diversified Program is
compared to Australian, Asia Pacific and global
AHL Diversified Program vs Australian and global stockmarket indices
March 1996 – February 2008^
0'''
/'''
.'''
-'''
,'''
+'''
*'''
)'''
('''
,''
;\Z0-
;\Z0.
;\Z0/
8?C;`m\ij`]`\[Gif^iXd
;\Z00
;\Z''
JG&8JO*''8ZZld% @e[\o
;\Z'(
;\Z')
;\Z'*
;\Z'+
DJ:@Nfic[KfkXcI\klie @e[\o
;\Z',
;\Z'-
;\Z'.
DJ:@8j`XGXZ`]`ZKfkXcI\klie @e[\o
Source
Man Investments
Note
The chart is expressed in log scale to uniformly illustrate percentage changes each month. It shows an index of the past performance of the AHL
Diversified Program through the actual trading results of Man AHL Diversified plc, Man Investments’ longest running weekly dealing AHL fund. It is not
designed to predict or forecast the future performance of the AHL Diversified Program or the Company. The final weekly valuation is used to calculate
the monthly return of the AHL Diversified Program. As there was no weekly valuation in March 1996, the first monthly return shown is for April 1996.
* The aim to generate returns that that are not dependent on the continued growth of global stockmarkets is based on the past performance of the
AHL Diversified Program (see Section 3). Past performance is not a reliable indicator of future performance.
^ Past performance is not a reliable indicator of future performance. Performance figures calculated net of all fees as at 25 February 2008.
~ Volatility measures the degree of fluctuation around the average performance of the AHL Diversified Program, Australian and global stockmarket
indices since inception. The higher the volatility, the higher the degree of fluctuation in returns.
MAN AHL DIVERSIFIED (AUD) LIMITED
VALUABLE DIVERSIFICATION TOOL
11
05
performance vs maximum drawdown
Performance vs maximum drawdown
Performance of the AHL Diversified Program vs other investments
March 1996 to February 2008^
*'
$+'
$,'
DXe8?C;`m\ij`]`\[Gif^iXd
DJ:@Nfic[KfkXcI\klie @e[\o
$*'
JG,''KfkXcI\klie @e[\o
$)'
DJ:@8j`XGXZ`]`ZKfkXcI\klie @e[\o
$('
EQO,'@e[\o
'
JG&8JO*''8ZZld% @e[\o
('
L9J8ljkiXc`Xe:fdgfj`k\9fe[@e[\o
DXo`dld[iXn[fne G\i]fidXeZ\
)'
$-'
^ Past performance is not a reliable indicator of future performance. Performance figures are calculated net of all fees as at 25 February 2008.
Source
Man Investments
Note
The performance figures are measured by compound annual return calculated net of all fees as at 25 February 2008. The chart illustrates the past
performance of the AHL Diversified Program through the actual trading results of Man AHL Diversified plc and is not designed to predict or forecast
the future performance of the AHL Diversified Program or the Company.
Performance vs maximum drawdown
The AHL Diversified Program has in the past had a
performance/maximum drawdown profile which may
be considered by some investors to be more favourable
than each of the indices shown in the chart above.
The past performance of the AHL Diversified Program
is compared to Australian stock and bond indices as well
as global, US, Asia Pacific and New Zealand stock indices
in the chart above. Over the period shown, the AHL
Diversified Program achieved a compound annual rate of
return of 19.6%^.
The chart also shows maximum drawdown which is the
single largest percentage drop in price from any month
end peak to the lowest price reached at the end of any
subsequent month. There are many aspects to the risk
associated with an investment and maximum drawdown
is only one indicator of risk in an investment.
Over the period shown, the AHL Diversified Program had a
maximum drawdown higher than Australian stock and bond
indices but lower than US, Asia Pacific, New Zealand and
global stock indices^. This highlights the ability of the AHL
Diversified Program and the Investment Manager to manage
investment risk by reducing the extent of drawdown.
12
PERFORMANCE VS MAXIMUM DRAWDOWN
However, their ability to manage risk in the past is not
necessarily a reliable indicator of their future ability to do so.
This performance/maximum drawdown profile, coupled
with the history of the AHL Diversified Program of making
profits in both rising and falling markets, may provide
investors with a new way to diversify and balance their
investment portfolio^.
Management of risk
Risk in investments covers a range of circumstances
that may or may not occur in the future. Generally, the
higher the return of an investment, the higher the risk
of negative returns.
Risk may be effectively managed in a number of different
ways, including through diversification and the use of
appropriate risk control measures.
The AHL Diversified Program is underpinned by computer
supported analytical instruments and disciplined real-time
risk control and management information systems. It is
100% systematic and positioned to respond quickly to
price moves. This means the AHL Diversified Program
can employ rigorous risk control across investments
in a broad range of markets.
MAN AHL DIVERSIFIED (AUD) LIMITED
06
diversifying a traditional investment portfolio
Since March 1996, the AHL Diversified Program has
provided investors with a compound annual return of
19.6% and a compound annual return of 12.5% over the
past 5 years^.
Portfolio diversification makes it possible
to increase the consistency of returns and
reduce the dependence on traditional
investments during cyclical downturns.
More significantly, the AHL Diversified Program has
been able to provide investors with a way to diversify
a traditional investment portfolio by generating returns
over the medium term which have outperformed stock,
property and bond markets^.
Diversifying a traditional investment portfolio
It is widely accepted that a traditional investment
portfolio can benefit from the additional diversification
provided by strategic investments such as Man AHL
Diversified (AUD).
You should seek independent advice from your licensed
financial advisor when assessing the suitability of
including an investment in Man AHL Diversified (AUD)
as part of your investment portfolio.
Diversification across different asset classes makes
it possible to increase the consistency of returns and
reduce the dependence on investments linked to stock,
property and bond markets during cyclical downturns.
Compound annual return of AHL Diversified Program vs traditional asset classes
March 1996 – February 2008^
)'
(/
(-
(+
8?C;`m\ij`]`\[Gif^iXd
'
DJ:@Nfic[KfkXcI\klie @e[\o
)
JG,''KfkXcI\klie @e[\o
+
DJ:@8j`XGXZ`]`ZKfkXcI\klie @e[\o
-
EQO,'@e[\o
/
JG&8JO*''8ZZld% @e[\o
('
L9J8ljkiXc`Xe:fdgfj`k\9fe[@e[\o
()
^ Past performance is not a reliable indicator of future performance. Performance figures calculated net of all fees as at 25 February 2008.
Source
Man Investments
Note
The chart demonstrates the performance of the AHL Diversified Program through the actual trading results of Man AHL Diversified plc since March
1996. It is not designed to predict the future performance of the AHL Diversified Program or the Company.
MAN AHL DIVERSIFIED (AUD) LIMITED
DIVERSIFYING A TRADITIONAL INVESTMENT PORTFOLIO
13
07
experienced investment management
Man Group plc
MF Global UK Ltd
Man Group plc, established in 1783, is one of the world’s
largest alternative asset managers.
The International Broker to the Company as at the date of
this prospectus is MF Global UK Ltd. It is a London-based
futures broker, listed on the New York Stock Exchange, and
is authorised and regulated by the UK Financial Services
Authority in the conduct of its regulated activities.
The Man Group employs more than 1,600 people in 13
countries, with key centres in London, Pfäffikon
(Switzerland), Chicago, New York, Tokyo, Hong Kong
and Sydney.
Man Group plc is listed on the London Stock Exchange
and is a constituent of the FTSE 100 Index of major
UK listed companies. It has a market capitalisation of
approximately US$19.3 billion and approximately
US$71.7 billion under management†.
Man Investments Limited
The Investment Manager is Man Investments Limited.
It is a member of the Man Group, a world leader in
alternative investments.
Established in 1983, the Man Group’s alternative asset
division has launched more than 500 alternative
investment products, offering tailor made solutions for
private and institutional clients. Through its core
investment managers – AHL, Glenwood, Man Global
Strategies, RMF and Pemba – it has succeeded in
developing specialised strengths in alternative investments.
AHL, a division of Man Investments, is based in London
and employs professionals in investment management,
research and operations and trade execution. It benefits
by being part of Man Investments’ substantial business
and corporate infrastructure and from Man Investments’
strong financial standing.
In addition to a well-grounded investment philosophy
and a dedicated team of investment specialists, the AHL
Diversified Program owes much of its success to its robust
and finely tuned trading and implementation infrastructure,
which is supported by a strong research ethic.
Man Investments AG
Man Investments AG has been appointed as the
Introducing Broker by the Company and as the
marketing advisor to the Company.
The marketing advisor has principal responsibility for
advising the Company in relation to product structuring
and other product related issues. Man Investments AG is
a member of the Man Group.
Man Investments Australia Limited
Man Investments Australia has been appointed to offer
and arrange the issue of Shares by the Company in
accordance with this prospectus. Man Investments
Australia has sponsored funds which have more than
A$7 billion under management (as at 29 February 2008).
It is a member of the Man Group and an Australian
and New Zealand leader in structuring, marketing and
administering strategic investments to diversify traditional
investments in stock, property and bond markets.
Man Valuation Services Limited
Man Valuation Services has been appointed by the
Company to provide certain valuation and accounting
services in relation to the Shares. Man Valuation Services
is a member of the Man Group.
† Market capitalisation and funds under management as at 31 December 2007.
14
EXPERIENCED INVESTMENT MANAGEMENT
MAN AHL DIVERSIFIED (AUD) LIMITED
08
key risks
Investment in the Company is subject to risk.
Investors should regard the Shares offered by this
prospectus as speculative, as they may decrease as well
as increase in value and will depend on the performance
of the Investment Manager and the trading system and
strategies selected. Investors should carefully consider
each of the risks set out in this section, as well as the
other information in this prospectus, when assessing the
suitability of Man AHL Diversified (AUD) as part of their
investment portfolio, and seek advice from a licensed
financial advisor.
Each investor must decide the amount to invest in the
Shares taking into consideration the risks described in
this section and the terms and conditions described in
this prospectus. Investors should be mindful that the risks
involved in this type of investment are greater than those
normally associated with other types of investment, as the
investments in which the Company invests can be subject
to sudden, unexpected and substantial price movements.
Consequently, the trading of such investments can lead to
substantial losses as well as gains in the NAV within a
short period of time. Accordingly, an investment should
only be made by those persons who can sustain
a loss in their investment.
Performance history: The performance information
contained in this prospectus is not intended to be a
forecast of the future performance of the AHL Diversified
Program or Man AHL Diversified (AUD).
An investment in the Company should be considered as
a medium term investment. There can be no assurance
that the Company’s aim to generate medium term capital
growth* in both rising and falling markets will be achieved.
Past performance is not a reliable indicator of future
performance.
Return on investment: Shareholders’ returns on the Shares
(by way of payment of redemption proceeds) will be
determined by reference to any cumulative net gains
or losses (if any) arising from the investment activities
of the Company and any appreciation earned on the Cash
Deposit. The NAV (and therefore the return on the Shares)
may vary significantly over time, and may decrease as well
as increase, depending upon trading profits and investment
gains and losses. The Company makes no representation
as to any return that a Shareholder may earn on the Shares
and there is no assurance that information on the
Investment Manager or the AHL Diversified Program set
out in this prospectus will be, in any respect, indicative
of how they will perform in the future.
Liquidity risk: The Company may directly or indirectly
make investments in markets, using the AHL Diversified
Program, that are volatile and which can become illiquid.
This may result in it being expensive or not possible to
liquidate positions against which the market is moving or
to meet margin requests, margin calls, redemptions or
other requirements. As a consequence, the Directors may
declare a suspension of the determination of the NAV or a
suspension of the redemption, purchase or issue of Shares.
Suspension of valuation, redemption and sale of Shares:
During a suspension of the determination of the NAV
or a suspension by the Company of the redemption or
purchase of the Shares, the right of Shareholders to have
their Shares redeemed by the Company or purchased by
Man Investments Australia will be suspended. This may
result in periods where the Shares cannot be valued,
sold or redeemed. The Company may also suspend the
payment of the proceeds of the redemption and purchase
of Shares.
The circumstances in which the Company may suspend
determination of the NAV, or the issue, redemption or
purchase of the Shares, or suspension of the payment of
proceeds of a redemption or purchase are set out in
Sections 11 and 12.
Leverage risk: Investments using leverage, such as Man AHL
Diversified (AUD), are subject to a number of risks and may
be regarded as highly speculative. Leveraged trading such
as that employed by the Company via its investment in
the AHL Diversified Program may result in the risk of
substantial losses as well as the possibility of gains.
Any event which adversely affects the value of an
investment will be magnified to the extent leverage is
used. However, Man AHL Diversified (AUD) aims
to spread this risk over more than 100 international
markets traded using the AHL Diversified Program.
By participating in leveraged trading, the Company will
be required to pay deposits and margins on demand to
its brokers. Investments made using the AHL Diversified
Program may be subject to counterparty or broker risk
in the event of an insolvency or similar event occurring
in relation to the broker counterparty or any bank or
financial institution with which the Company deals.
In these circumstances, the Company may become an
unsecured creditor with respect to the deposit or margin
and any unrealised profits, and may incur substantial losses
in the event that it is not able to recover its investment.
There is no guarantee that you will receive any return on
an investment in Man AHL Diversified (AUD) or will not
lose some or all of the money you invest.
* The aim to generate medium term capital growth is based on the past performance of the AHL Diversified Program (see Section 3).
Past performance is not a reliable indicator of future performance.
MAN AHL DIVERSIFIED (AUD) LIMITED
KEY RISKS
15
Deposits payable in respect of futures, options, derivatives
and currency contracts are determined by the International
Broker in relation to the AHL Diversified Program.
These deposits will be approximately 20-30%
of the underlying value of the contracts and therefore
substantial leverage is available. Prices of leveraged
contracts may be subject to volatility. Should prices
move adversely, losses in excess of the deposit paid may
be incurred. Increases in the amount of margin or deposits
could result in the need for trading which could be
disadvantageous and could result in substantial losses.
The Company may also be required to pay margins
representing the unrealised loss on contracts held. The
International Broker or sub-brokers acting for the Company
will be entitled to close out contracts at their discretion.
Investment strategy: As Shareholders will be issued fully
paid redeemable shares, they will not be called upon at
any time to provide additional funds.
In the event of a decline in the Net Asset Value per Share
the Company may be required to make further deposits
and reduce the amount in the Cash Deposit and liquidate
positions. If the Company continues to sustain losses to
a level insufficient to continue trading, the Company may
cease trading.
Investors should note that the Investment Manager
manages this risk for the Company by seeking to
ensure that the underlying risk is managed within
predetermined levels.
Computerised trading: Investors should note that the AHL
Diversified Program is 100% systematic and relies solely
on computer driven trading. There may be risks that are
unique to computer-driven trading programs, including
risks arising from the use of technology. However, the
AHL Diversified Program seeks to manage these risks
through the use of disaster recovery and other risk
management processes.
Foreign currency exposure and interest rate risk:
The Company’s trading using the AHL Diversified Program
may involve trading in currencies other than Australian
dollars. Trading in non-Australian dollar assets involves
an exposure to currency fluctuations which may adversely
affect the Company. As a consequence, the Company will
seek, but cannot guarantee, a reduction of this exposure
by holding excess cash in Australian dollars and by either
converting profits or losses into Australian dollars or
hedging that exposure, using a discretionary process,
on a regular basis.
The Company may also have exposure to interest rate
risks. To the extent prevailing interest rates change, it
could negatively affect the NAV.
16
KEY RISKS
Subscription Price: Applicants will need to submit a
completed Application Form, identification documents
and application moneys no later than the Relevant
Time on which the application is required to be made.
Applicants will, therefore, not know in advance of
submitting the Application Form the Subscription Price
for the Shares for which they are applying. In the period
between Valuation Days, the NAV may change substantially
due to market movements, and therefore the Subscription
Price that will be payable by the Applicant on any Dealing
Day may vary significantly from the Subscription Price on
any preceding Dealing Day. Applicants are not entitled
to withdraw an Application Form unless the Directors
otherwise agree.
Redemption and sale notice and proceeds: Shareholders
who apply to Man Investments Australia to redeem or sell
Shares should note that at least three Business Days
written notice is required before the relevant Dealing Day.
Shareholders will not know in advance of giving notice the
price at which the Shares referred to in that notice will be
redeemed by the Company or purchased by Man
Investments Australia. In the period between Valuation
Days, the underlying Net Asset Value per Share may
change substantially due to market movements, and
therefore the Redemption Price may vary significantly
from the Redemption Price on any preceding Dealing Day.
Shareholders are not entitled to withdraw a redemption or
sale notice, except during a period of suspension of the
determination of the Net Asset Value per Share or a
suspension by the Company of the redemption or
purchase of the Shares.
The NAV can vary significantly within a short period of
time. The NAV for the purpose of a sale or redemption is
not guaranteed and may be less than the NAV published
at the time the notice for sale or redemption is given.
Shareholders redeeming or selling their Shares may not
realise the amount originally invested.
The right of a Shareholder to sell or redeem Shares
is subject to the laws of the Cook Islands under which
creditor interests may, in some circumstances, preclude a
redemption or sale. No redemption or sale of Shares may
be made by the Company if it is insolvent or when such
redemption would result in the Company being incapable
of meeting its existing obligations to existing creditors as
they fall due.
Conflicts of interest: There is a risk that conflicts of
interest, as described in Section 13, may arise for the
Directors of the Company as they may also be directors
of other companies sponsored by Man Investments
Australia, the Man Group and other entities providing
services to the Company, as they may be entitled to receive
various fees and commissions in relation to the issue of
Shares and other services provided to the Company.
MAN AHL DIVERSIFIED (AUD) LIMITED
09
fees
This table sets out the fees and costs of the Company. The
fees and costs other than the entry fee will be reflected in
the NAV. Further details are set out in the notes following
this table and under the heading ‘Conflicts of interest’ in
Section 13. The fees and costs payable by the Company may
be subject to renegotiation over the life of the Company.
Type of fee or cost
Investors should read all of the information about the fees
and costs, as it is important to understand their impact
before deciding whether to invest in the Shares.
Amount
When
3% of the application moneys paid to Man Investments
Australia (for example, A$600 on A$20,000 application
moneys with A$19,400 used to acquire Shares).
Deducted from application
moneys before allotment of
Shares.
Management fee: payable to Man Investments AG.
One twelfth of 3% of the investment exposure to the
AHL Diversified Program before deducting brokerage and
incentive fees, if any, but after deducting an allocation of
service and administration expenses5.
Calculated and accrued weekly
and paid monthly in arrears.
Incentive fee: payable to Man Investments AG.
20% of any net appreciation in value attributable to the
AHL Diversified Program after deducting management
and brokerage fees and an allocation of service and
administration expenses.
Accrued weekly and paid in
arrears after the Valuation Day
on which the incentive fee is
calculated.
Brokerage costs: payable to Man Investments AG for
trading conducted using the AHL Diversified Program.
One twelfth of 1% of the investment exposure to the AHL
Diversified Program (plus the cost, at institutional rates,
for execution of any futures contract traded and hedging
transactions) before deducting management and incentive
fees but after deducting an allocation of service and
administration expenses5.
Calculated and accrued weekly
and paid monthly in arrears.
Valuation fee: payable to Man Valuation Services Limited
for valuation services in respect of the Shares.
0.23% p.a of the Net Asset Value per Share (together with
any additional disbursements incurred by Man Valuation
Services Limited), subject to a minimum fee of
US$50,000 p.a
Calculated and accrued weekly
and paid monthly in arrears.
Registrar fee: an ongoing fee payable to the Registrar for
providing registry, accounting and administration services2.
US$37,000 p.a
Calculated and accrued weekly
and paid quarterly in arrears.
Shareholder Services fee: an ongoing fee payable to Man
Investments Australia for the services provided under a
services agreement.
A$20,000 p.a
Calculated and accrued weekly
and paid annually in arrears.
Directors’ fees: payable to Mr Michael Collins and Mr
John Walley. The remaining Directors are not paid a fee3.
US$5,000 p.a for each Director.
Paid semi-annually in arrears.
Incidental costs: incurred in the ordinary course of the
Company’s business and may include audit expenses,
unamortised establishment costs, costs from time to time
associated with the preparation of the prospectus and
printing and mailing costs4.
As incurred.
Paid when incurred.
Entry fee
Entry fee: payable by the Shareholder to Man Investments
Australia for procuring subscriptions for Shares1.
Management and incentive fees
AHL Diversified Program: for trading advice provided by
Man Investments.
Additional fees and costs
Fees if a Shareholder sells or redeems Shares
Early Sale or Redemption fee.
1 Man Investments Australia will
pass on all or part of this entry
fee to financial advisors who
procure subscriptions for
Shares. Man Investments
Australia will retain any entry
fee in respect of subscriptions
it procures.
2 The Registrar is also indemnified
by the Company for any costs,
losses and liabilities incurred by
it in the proper performance of
its duties.
MAN AHL DIVERSIFIED (AUD) LIMITED
Nil.
3 Company may pay a proportion
of a per diem fee of up to
US$2,500 for Directors required
to travel to attend meetings of
the Company and may
reimburse the Directors for
expenses properly incurred by
them in attending general
meetings of the Company,
Directors’ meetings and in
connection with the business
of the Company or their duties
as Directors.
The Directors are indemnified
against any loss or liability
sustained or incurred in the
proper execution of their office.
4 Man Investments AG will pay
Man Investments Australia an
annual fee for providing sales,
reporting, administration and
secretarial services to the
Company, and an annual fee
to be paid to financial advisors
for procuring subscriptions
for Shares.
These fees are not additional
fees payable by the Company.
Note: The establishment costs
of the Company have been
capitalised and are being
amortised uniformly over 12
months from 1 July 2007 when
determining the NAV.
5 Each A$1.00 invested in the
Company will have an
investment exposure to the AHL
Diversified Program of 100%.
FEES
17
10
the company
Corporate information
Shareholder meetings
The Company was incorporated in the Cook Islands on
16 October 2006 as an international company under the
International Companies Act, 1981–82 of the Cook Islands.
It was registered in Australia as a foreign company under
the Corporations Act 2001 (Cth) of Australia on
30 October 2006.
The annual general meeting of the Company will be held
at Rarotonga in the Cook Islands or at such other place as
the Directors may determine, with at least 14 days notice
being given in writing to Shareholders of the date, time
and proposed venue.
Only five ordinary shares in the Company have been
issued at A$1.00 each (fully paid), which are beneficially
owned by Master Multi-Product Holdings Limited.
Master Multi-Product Holdings Limited is a Bermuda
exempted company and is owned by Codan Trust
Company Limited in its capacity as trustee of the Master
Multi-Product Purpose Trust. This special purpose trust
was formed under the laws of Bermuda pursuant to a
Deed of Trust made by Codan Trust Company Limited
dated 14 December 2005.
Ordinary shares are not redeemable and, subject to there
being profits in the Company, are entitled to a preferential
dividend of US$5,000 p.a for all of the ordinary shares on
issue in the Company. The ordinary shares carry no right
to participate in surplus assets or profits of the Company
or otherwise. In a winding up, no amount shall be paid
to holders of ordinary shares by way of repayment of
capital until all amounts due to holders of the Shares
have been paid.
As at 25 February 2008, the authorised share capital of the
Company is five ordinary shares of A$1.00 each and
499,999,995 Shares of no par value. The number of Shares
allotted and not redeemed at that date was 128,526,725.
Assets and liabilities of the Company and
annual accounts
The Company has not established, and does not intend
to establish, a place of business in Australia.
It is the present intention of the Directors that the
accounts of the Company will be prepared and audited on
30 September each year. The latest audited financial
statements of the Company are for the period from 16
October 2006 to 30 September 2007. An extract from
these financial statements that were approved by the
Directors on 8 February 2008 and audited by Ernst &
Young is set out in Appendix A. Copies of both the full
financial statements and the concise financial statements
can be requested by contacting Man Investments Australia
on (61-2) 8259 9999, toll free 1800 222 355 or in New
Zealand by calling toll free 0800 878 220.
18
THE COMPANY
General meetings may also be convened upon the
requisition of any Director or, if at any time there is no
Director within the Cook Islands, by any five members.
General meetings must be convened by the Directors on
the requisition of members holding at the relevant date
not less than 10% of the paid-up capital of the Company
carrying the right to vote at meetings of the Company.
Shareholders and holders of ordinary shares are entitled
to receive notice of and attend and vote, or to appoint
a proxy to attend and vote, at all general meetings of the
Company. If by accident or error a member is not given
or does not receive a notice or proxy, the meeting is
not invalidated.
The quorum for general meetings is two members, one of
whom must be an ordinary shareholder of the Company. If
a quorum is not present within half an hour from the time
appointed for the meeting, the meeting, if requisitioned by
members, shall be dissolved.
The holders of the ordinary shares, in voting on a show
of hands, will have one vote each. In voting on a poll, the
holders of all ordinary shares will have the right to cast
that number of votes that is equal to 20% of the total
number of votes that may be cast by all holders of shares.
Shareholders in voting on a show of hands have one vote
each and in voting on a poll, subject to the rights of
ordinary shareholders, have one vote for each Share held.
The Articles may be amended only by special resolution
of the Company in general meeting. Holders of ordinary
shares and Shareholders will be entitled to vote on such
a resolution. If any amendment is proposed to the Articles
which would vary the rights attaching to the Shares, the
amendment must be approved by the Shareholders, either
by the consent in writing of those holding 50% of the
Shares or by an ordinary resolution passed at a separate
general meeting of Shareholders. The rights conferred
upon all Shareholders are deemed by the Articles to be
varied by the modification of any rights conferred on the
holders of ordinary shares.
MAN AHL DIVERSIFIED (AUD) LIMITED
Directors
Philip Bodman graduated from the University of Reading
in 1979 with an honours degree in Agricultural Economics.
He then obtained a Master of Science degree from
Oxford University, also in Agricultural Economics, in 1980.
Mr Bodman subsequently worked in development
economics in Peru, Honduras and Papua New Guinea
until 1990. On returning to Guernsey in 1990 Mr Bodman
entered the finance industry and is also qualified as a
Chartered Certified Accountant. From 1990 Mr Bodman
has worked in fund administration in a number of
capacities. He joined the Man Group in 2001 and is the
General Manager of Man Fund Management (Guernsey)
Limited, responsible for all aspects of fund administration.
He is a Chartered Director, a Fellow of the Association of
Chartered Certified Accountants and a Fellow of the
Securities Institute by Diploma. Mr Bodman is an employee
and officer of other companies in the Man Group.
Brent York graduated from the University of Waikato,
New Zealand with a Bachelor of Management Studies
degree majoring in Accounting and Systems. He has also
completed a Graduate Diploma in Applied Finance and
Investments. He is a member of the Institute of Chartered
Accountants of New Zealand and the Financial Services
Institute of Australia. Prior to joining HSBC Trustee (Cook
Islands) as a Client Accountant and Systems Manager in
1994, he was employed in the tourism industry as a
Financial Accountant for a group of companies in the Cook
Islands and in London, England. He was appointed as an
Executive Director and the Financial Controller of HSBC
Trustee (Cook Islands) Limited in December 1998 and as
General Manager in December 2000. In April 2008, Mr York
relocated to Hong Kong to take up a senior management
position with HSBC Trustee (Hong Kong) Limited. Mr York
remains a director of HSBC Trustee (Cook Islands) Limited
and therefore is considered a resident director of the
Company under Cook Islands law.
Henderson Limited is incorporated under the International
Companies Act 1981–82 of the Cook Islands. Under Section
103(4) of the International Companies Act of the Cook
Islands, a company is permitted to act as a director of
an international company incorporated under that Act.
Henderson Limited is a wholly owned subsidiary of
HSBC Trustee (Cook Islands) Limited, a trustee company
registered under the Trustee Companies Act 1981–82
of the Cook Islands. HSBC Trustee (Cook Islands) Limited
and Henderson Limited are ultimately owned by HSBC
Holdings plc, and therefore form part of the HSBC Group.
Henderson Limited is a resident director of the Company.
Michael Collins is a Fellow of the Institute of Chartered
Accountants in England and Wales, a member of the
Canadian Institute of Chartered Accountants and a
member of the Bermuda Institute of Chartered
Accountants. He has, since 1970, been President and
Chief Executive Officer of Argonaut Limited, a Bermudan
corporation which specialises in fund administration and
MAN AHL DIVERSIFIED (AUD) LIMITED
collective investment scheme share valuations and acts
as registrar and transfer agent to many mutual funds.
He has been a partner of Micol & Partners since 1978.
Micol & Partners is a firm of Chartered Accountants and
registered auditors approved and registered for investment
business in the United Kingdom.
John Walley is a member of the Institute of Bankers in
Ireland and the Institute of Auditors in Ireland. He joined
Chase Manhattan Bank in Ireland in 1982 working in various
senior management capacities and was head of global
custody and service products. In 1990 Mr Walley founded
and became Chief Executive of the Chemical Ireland
companies which were sold to Chemical Bank in 1993.
Mr Walley was Group Managing Director of Investors
Trust Holdings (Ireland) Limited between 1996 and 1997.
He is currently Managing Director of Olympia Capital
Ireland Ltd, which was formed in 1997. Mr Walley is an
officer of other companies in the Man Group.
The Directors are not required to hold any shares in the
Company. The Directors may appoint alternates to act in
their absence from time to time.
A Director may vote and be counted in the quorum in
respect of any contract or proposed contract with the
Company in which he is in any way interested or on any
matter arising out of such a contract. In the case of an
equality of votes of Directors, the chairman of the
meeting of Directors has a casting vote.
The Company Secretary (which is a resident secretary)
is Penrhyn Secretaries Limited. Penrhyn Secretaries Limited
is a wholly owned subsidiary of HSBC Trustee (Cook
Islands) Limited.
HSBC Trustee (Cook Islands) Limited
HSBC Trustee (Cook Islands) Limited has been appointed
by the Company as the Registrar and to provide
administrative services. HSBC Trustee (Cook Islands)
Limited is a member of the HSBC Group.
Ernst & Young
Ernst & Young of Auckland, New Zealand has been
appointed as the auditor of the Company.
Local agent
The Company has appointed Man Investments Australia
as its local agent in Australia and has authorised Man
Investments Australia on behalf of the Company to
accept service of process and any notices to be served
on the Company.
Copies of material contracts
Copies of the material contracts of the Company and
the Articles may be inspected on request free of charge
during normal business hours on any business day at the
Company’s registered office in Australia or in New Zealand
by telephoning Man Investments Australia on 0800 878 220
to arrange an appointment to inspect the documents.
THE COMPANY
19
11
the shares
The Shares are voting redeemable shares issued under
the laws of the Cook Islands and the Company’s Articles.
The Shares are registered in the Cook Islands and will
be redeemed by the Company in accordance with this
prospectus, subject to the laws of the Cook Islands
and the Articles. As Shareholders are issued fully paid
redeemable shares they will not be called upon at any
time to provide additional funds.
Shareholders are entitled to receive any dividends
declared by the Directors (subject to the rights of
ordinary shareholders of the Company) and the
Redemption Price on redemption of their Shares
or the winding up of the Company.
Dividend policy
It is the intention of the Directors at the date of this
prospectus not to declare any dividends in respect of
the Shares or to provide any income to Shareholders
through the term of the investment. However, should
circumstances such as changes to Australian or New
Zealand taxation laws render it appropriate, the Directors
may change the Company’s dividend policy. Ordinary
shares are entitled to a preferential dividend of US$5,000
p.a for all of the ordinary shares.
Application for Shares
Nothing in this prospectus should be construed as an offer
of redeemable shares in the Company to any person.
An offer is made only by investors completing and sending
the Application Form attached to this prospectus to
Man Investments Australia together with certified copies
of the required identification documents and sending an
electronic funds transfer for the Shares applied for in
accordance with the instructions set out in this prospectus
and on the Application Form. The Company will not
accept cheques or cash as payment for Shares.
An offer is made only by New Zealand investors
completing and sending the Application Form attached
to the investment statement to Man Investments Australia
and sending an electronic funds transfer for the Shares
applied for in accordance with the instructions set out
in this prospectus or the investment statement and on the
Application Form. The Company will not accept cheques
or cash as payment for Shares.
The Company will not accept payment from any
party other than the applicant in relation to an
application for Shares.
20 THE SHARES
You can also invest in Shares through an investor directed
portfolio service (IDPS) or an IDPS-like scheme (commonly
a master trust or wrap account) or a nominee or custody
service approved by Man Investments Australia and the
Company. To invest in Shares through an IDPS or IDPS-like
scheme, you will need to complete an application form
for that service. You should not complete the Application
Form that accompanies this prospectus. If you invest in
Shares through an IDPS or IDPS-like scheme, any additional
investment should also be made through the operator of
that service. In addition, if you invest in Shares through an
IDPS or IDPS-like scheme, you can only sell or redeem your
Shares through the operator of that service.
Shares will be offered to investors weekly on each Dealing
Day unless the calculation of the NAV is suspended. The
offers by investors will be accepted if and when Shares
are allotted to the applicant. Communication of this
acceptance will be deemed to take place when the
Company allots the Shares in the Cook Islands and the
allotment is entered in the Company’s share register.
Shares will be allotted as at the relevant Dealing Day.
Any contract relating to the issue of Shares will be made
in the Cook Islands.
Duly completed Application Forms, certified copies
of identification documents and cleared application
moneys must be received by Man Investments Australia
no later than the Relevant Time and are irrevocable. Any
Application Form and application moneys received after
the Relevant Time will not be accepted for subscription
on the Dealing Day immediately following receipt but will
be held over until, and shall be deemed to be for
subscription on, the next Dealing Day.
The Company reserves the right to reject any application
in whole or in part or to seek further documentation to
verify the identity of the applicant. If the number
of Shares to be allotted to an applicant is not a whole
multiple, the Company will round the number of Shares
to the nearest whole multiple.
Where no allotment or issue is made, the amount
tendered on application will be returned to the applicant
in full in Australian dollars, subject to the Company
receiving the required documentation to verify the
identity of the applicant. If the Company has not received
the documentation to verify the applicant’s identity it
reserves the right to deposit the application monies into a
non-interest bearing bank account.
Persons who are prohibited from subscribing for the Shares
by the laws of the countries of their citizenship, residence
or domicile or any other applicable laws or (in the case of
corporations) by their constituent documents including,
without limitation, US Persons, are not eligible to
subscribe for Shares pursuant to this prospectus.
MAN AHL DIVERSIFIED (AUD) LIMITED
Applications
Allotment and issue of Shares
The initial Minimum Application Amount is A$20,000
(subject to the discretion of the Directors) and thereafter
in multiples of A$1,000. A Shareholder may subsequently
increase their holding of Shares in increments of not less
than A$5,000 and thereafter in multiples of A$1,000.
An entry fee of 3% of the application moneys will be
deducted from the application moneys prior to allotment
of the Shares. If an overpayment is made by an investor
the amount will be used to purchase additional Shares.
The Shares will be allotted and issued as at the relevant
Dealing Day. Contract notes will be sent to Shareholders,
at the risk of the Shareholder, as soon as practicable after
allotment but in any event no later than five Business
Days after the relevant Dealing Day, in accordance with
the information provided in the Application Form. The
Company’s share register will be maintained at its
registered office in the Cook Islands.
Application moneys should be sent by electronic funds
transfer to the application funds account (for details of
banking instructions refer to the Application Form) and
cleared funds must be received by the Relevant Time. If
cleared funds are not received by the Relevant Time, the
application to which those application moneys relate will
be held over until, and shall be deemed to be for
subscription on, the next Dealing Day.
Shares are offered at the Subscription Price. The
Subscription Price shall be ascertained by:
(i) determining the net asset value of the Shares
calculated as at the Valuation Day immediately
preceding the applicable Dealing Day upon which
Shares are to be issued;
(ii) dividing the amount calculated under (i) above by
the number of Shares outstanding at the relevant
Valuation Day; and
(iii) deducting therefrom such amount as may be
necessary to round the resulting amount down
to the nearest cent.
All application moneys received from all applicants will
be held on trust for the respective applicants and will
be deposited in an application funds account until the
Shares are allotted.
The Company has decided that Man Investments
Australia will be entitled to receive any interest earned
on the application money deposited in the application
funds account.
The Minimum Holding is the equivalent of A$20,000 in
Shares less any applicable entry fee paid. If a Shareholder’s
holding falls below the Minimum Holding because of
fluctuations in the NAV, that Shareholder will not be
required to increase its shareholding to an amount in
Shares equivalent to the Minimum Holding.
MAN AHL DIVERSIFIED (AUD) LIMITED
Valuation of Shares
Shares will be valued each week by dividing the net asset
value of the Company by the total number of Shares on
issue, in accordance with the procedure described in the
Articles. The net asset value of the Company is calculated
as the value of the underlying assets of the Company
attributable to the Shares, after deducting the liabilities
of the Company and the estimated costs, duties and
charges of realising all of the investments of the Company.
This also includes deducting the establishment fees and
costs of the Company which have been capitalised and are
being amortised uniformly over 12 months from 1 July 2007
when determining the NAV. The net asset value of the
Shares will be audited annually.
The NAV is determined as at the Valuation Day in relation
to the Dealing Day.
Any determination of the NAV made pursuant to the
Articles is binding on all Shareholders.
Suspension of valuations
The Directors may declare a suspension of the
determination of the NAV during any period in which,
in the opinion of the Directors, it is not reasonably
practicable to value any of the Company’s assets
and liabilities.
The Directors may declare such a suspension for any
one or more of the following reasons or circumstances:
1. closure of any market on which any of the Company’s
investments are normally dealt in or traded or
exchanged, other than customary holidays and
weekend closings;
2. restriction of trading on any market on which any of
the investments of the Company are normally dealt in,
traded or exchanged;
3. the existence of an emergency as a result of which,
in the opinion of the Directors, disposal by the
Company of the Company’s investments is not
reasonably practicable or it is not reasonably
practicable for the Company fairly to determine
the Net Asset Value per Share;
THE SHARES
21
4. the occurrence of a break down in any of the means
normally employed by the Directors in ascertaining the
prices of the Company’s investments or when for any
reason the prices of such investments cannot
reasonably be ascertained;
5. the Company is unable to liquidate investments or
repatriate funds required for the purpose of making
payments due on redemption of any Shares;
6. any transfer of funds involved in the realisation or
acquisition of the Company’s investments or payments
due on redemptions of the Shares cannot, in the
opinion of the Directors, be effected at normal rates
of exchange;
7. in the case of a decision to compulsorily redeem
all the Shares, the first notice to Shareholders of the
Company indicating such a decision is published;
8. when the Company’s investments are affected by
reason of voluntary or involuntary liquidation or
bankruptcy or insolvency or any similar proceedings;
9. the Company’s investments are or are to be
nationalised, expropriated, or otherwise required to
be transferred to any government agency, authority
or entity;
10. the Directors are of the opinion that a change
or adoption of any law, rule or regulation by any
governmental authority, central bank or comparable
agency or any directive or request issued by any such
body imposes restrictions on the sale or acquisition
or transfer of the Company’s investments; or
11. when the Directors, at their discretion, otherwise
determine it to be in the interest of the Shareholders
as a whole or the Company as a whole that a
suspension be declared.
22 THE SHARES
Any suspension declared by the Directors in connection
with any one or more of the reasons stated above will
take effect at such time as the Directors specify but not
later than the close of business on the next Business Day
following the declaration. After any such declaration,
there will be no determination of the NAV until the
Directors declare the suspension at an end. The suspension
will terminate in any event on the first Business Day on
which the condition giving rise to the suspension ceases
to exist and no other condition under which a suspension
may be declared exists.
Notice of any suspension declared by the Directors of the
determination of the NAV will be notified to Shareholders
as soon as practicable after such declaration by the
publication of a notice in the Australian Financial Review
and the National Business Review stating that such
suspension has been declared. At the end of any period
of suspension the Directors will cause a further notice to
be published in the Australian Financial Review and the
National Business Review stating that the period of
suspension has ended.
No shares will be allotted or issued during any period
when the determination of the NAV is suspended.
The redemption or sale of Shares will not take place
during any period when the determination of the NAV
has been suspended. During the period of suspension,
Shareholders have the right to withdraw their request to
sell or redeem their Shares as long as they have notified
Man Investments Australia in writing during the period
of suspension. Shares will be redeemed by the Company
or sold to Man Investments Australia or its nominee on
the first Dealing Day immediately following termination
of the suspension.
MAN AHL DIVERSIFIED (AUD) LIMITED
12
dealing with shares
Shares can be dealt with as set out in this section or as
provided for in the Articles unless:
(i) the calculation of the NAV is suspended
(see Section 11); or
(ii) the redemption or purchase of Shares is suspended
(see below); or
If Man Investments Australia or the Company does not
receive all completed documentation for the sale or
redemption of Shares, no proceeds of any sale or
redemption will be paid and the Shareholder’s request
will be held over to the next Dealing Day.
(iii) the Company, at the time of the request, would be
prohibited from redeeming or purchasing the Shares
under the laws of the Cook Islands or the Articles; or
In addition, if Man Investments Australia or the Company
has not received the completed documentation within
a stipulated period after receipt of the original request,
the Shareholder’s sale or redemption request will
be cancelled.
(iv) where a redemption or sale would result in
the Shareholder holding less than the Minimum
Holding (unless all Shares held by the Shareholder
are sold or redeemed).
Subject to the above, Man Investments Australia, will
purchase or the Company will redeem Shares at the
Redemption Price calculated on the Valuation Day
immediately preceding the relevant Dealing Day.
Sale or redemption of Shares
The Shareholder will be sent the sale or redemption
proceeds in Australian dollars on or about five Business
Days after the Dealing Day by electronic funds transfer
to the Shareholder’s Account. Man Investments Australia
or the Company will only pay the sale or redemption
proceeds to the Shareholder registered on the Company’s
share register. A confirmation of the balance (if any) of
the holding will be posted to the Shareholder within five
Business Days after the relevant Dealing Day.
Subject to the above, Shares can be sold to Man
Investments Australia or its nominee, or redeemed
by the Company weekly.
The Company has appointed Man Investments Australia to
arrange the sale or redemption of Shares to the Company.
Shareholders should advise Man Investments Australia in
writing by the Relevant Time of their desire to sell or
redeem Shares. This notice should state the number of,
or the Australian dollar equivalent of, Shares to be sold
or redeemed. Any notice received after the Relevant
Time will not be accepted as a request for the sale or
redemption of Shares on the Dealing Day immediately
following receipt of that notice, but will be held over
until, and shall be deemed to be for sale or redemption
of Shares on, the next Dealing Day. Sales or redemptions
must be for an Australian dollar value equal to, or greater
than, the Minimum Redemption (unless all of the
Shareholder’s Shares are being sold or redeemed) and must
not result in the Shareholder holding a number of Shares
whose aggregate value is less than the Minimum Holding.
Subject to the Articles, the Company and Man Investments
Australia reserve the right to refuse a request by a
Shareholder to cancel their request to sell or redeem their
Shares.
No sale or redemption of Shares may be made until all
completed documentation has been received by Man
Investments Australia or the Company. This includes:
(i) an original application for Shares;
(ii) documentation to verify the Shareholder’s identity;
(iii) the original written request or faxed copy for the
sale or redemption of Shares; and
(iv) a completed original or faxed copy of the standard
transfer form duly signed by the Shareholder and
the transferee.
MAN AHL DIVERSIFIED (AUD) LIMITED
If Man Investments Australia fails to purchase Shares upon
a request made in accordance with this prospectus the
Shareholder may directly request the Company to redeem
some or all of the Shareholder’s Shares and the Shares will
be redeemed by the Company on the same terms as if all
those Shares were purchased by Man Investments Australia.
Suspension of sale or redemption of Shares
or of the payment of proceeds
On the advice of the Investment Manager, the Directors
may approve the suspension of the redemption or
purchase of Shares or the payment of the proceeds
of redemptions or purchases of Shares and the
postponement of any Dealing Day. In these circumstances,
Man Investments Australia or the Company will not be
obliged to purchase the Shares.
Notice of any suspension of the right to have Shares
purchased or redeemed or any suspension of the payment
of the proceeds of redemptions or purchases of Shares
will be notified to Shareholders as soon as practicable
after such declaration by the publication of a notice in
the Australian Financial Review and the National Business
Review stating that such suspension has been declared.
At the end of any period of suspension, the Directors will
cause a further notice to be published in the Australian
Financial Review and the National Business Review stating
that the period of suspension has ended.
DEALING WITH SHARES 23
During a period of suspension of the redemption or
purchase of Shares, Shareholders have the right to
withdraw their request to sell or redeem their Shares
as long as they have notified Man Investments Australia
in writing before the termination of the period of
suspension. Shares will be redeemed or sold to Man
Investments Australia or its nominee on the first Dealing
Day immediately following termination of the suspension.
Compulsory redemption of Shares
The Company may, subject to Cook Islands’ law (though
it is not under any obligation to do so), at any time
redeem any Shares at the Redemption Price if in the
opinion of the Directors such Shares were acquired or
are held by US Persons or any person in breach of the laws
or requirements of any country or governmental authority
or in the case of a corporation, in breach of its constituent
documents, or such compulsory redemption would
eliminate or reduce the exposure of the Company or its
Shareholders to adverse tax consequences or any other
pecuniary or commercial disadvantage under the laws
of any country or if the Shareholder is registered as the
holder of less than the Minimum Holding.
Total redemption of Shares
The Company may compulsorily redeem all Shares at the
Net Asset Value per Share if:
(i) not less than 75% of Shareholders in value of the
Shares approve of the redemption at a general meeting
of the Company of which not more than 12 and not
less than four weeks’ notice has been given; or
(ii) the aggregate of the Net Asset Value per Share of
the Shares outstanding falls below the amount of
A$20,000,000 for three successive Valuation Days
and notice of not less than four and not more than
12 weeks has been given to the Shareholders within
four weeks after the third relevant Valuation Day.
24 DEALING WITH SHARES
Transfer of Shares
Subject to the restrictions mentioned below, Shares
are transferable by instrument in writing (a standard
transfer form) signed by (or in the case of a transfer by
a body corporate, signed on behalf of or sealed by) the
transferor and the transferee and registered in the
Company’s Share register.
The Directors may decline to register any transfer which
in their opinion may result in Shares being held by US
Persons or any person in breach of the laws or
requirements of any country or governmental authority
or in the case of a corporation, in breach of its constituent
documents, or may subject the Company or its
shareholders to adverse tax consequences or any other
pecuniary or commercial disadvantage under the laws
of any country.
If the transfer would result in either of the transferor
or the transferee being registered as the holder of fewer
Shares than the Minimum Holding, unless all the
Shareholder’s Shares are being transferred, the Directors
may also decline to register the transfer.
Shares which are transferred by arrangement between
the transferor and the transferee will be subject to the
terms and conditions agreed by each party and the
Company will charge no fees or charges on such transfers.
The Company will apply the NAV applicable at the date
the transfer of the Shares is recorded in the Company’s
register as the transfer price, unless otherwise advised
by the transferor.
Man Investments Australia and the Company reserve the
right to collect documentation to verify the identity of
the transferor and transferee.
In the case of death of any one of joint Shareholders, the
survivors will be the only people recognised by the
Company as having any interest in the Shares of the
deceased joint Shareholder.
MAN AHL DIVERSIFIED (AUD) LIMITED
13
additional information
Disclaimers, interests and consents
Investors should only rely on the information contained in
and representations made in this prospectus. Any further
information given or representations made by any dealer,
advisor, salesperson or other person are unauthorised.
Neither the Man Group nor the Directors guarantee the
performance of the Company, the repayment of capital
or any particular rate of return. Except as set out in this
prospectus, no:
• director; or
• promoter; or
• person named in this prospectus as performing a
function in a professional, advisory or other capacity
in connection with the preparation or distribution of
this prospectus; or
• financial services licensee named in this prospectus as a
financial services licensee involved in the Issue;
has any interest in the promotion of the Company, in
property acquired or proposed to be acquired by the
Company in connection with its formation or promotion or
the offer of Shares, or in the offer of Shares.
The fees of Greenwoods & Freehills Pty Limited in relation
to the provision of its opinion and services provided in
connection with the promotion of the Company are
estimated to be approximately A$10,000.
Except as set out in this prospectus, no one has paid
or agreed to pay, and no one has given or agreed to
give a benefit:
• for services provided by a Director or promoter or
person named in this prospectus as performing a
function in a professional, advisory or other capacity in
connection with the preparation or distribution of this
prospectus or financial services licensee named in the
prospectus as a financial services licensee involved in
the Issue in connection with the promotion of the
Company or the offer of Shares; or
• to the Directors to induce them to become or qualify
as a director of the Company.
Greenwoods & Freehills Pty Limited has been involved
only in the preparation of the Australian Taxation
information appearing in Section 14 of this prospectus.
Greenwoods & Freehills Pty Limited has given and has not,
before lodgment of the prospectus with the Australian
Securities & Investments Commission, withdrawn, its
consent to the inclusion of the Australian taxation
information appearing in Section 14 and its taxation
opinion in this prospectus in the form and context in
which it is included.
Man Investments has given and has not withdrawn, before
lodgment of this prospectus with the Australian Securities
& Investments Commission, its consent to the inclusion
of the graphics and diagrams in Sections 3, 4, 5 and 6 of
this prospectus and statements based thereon, in the form
and context in which they are included.
MAN AHL DIVERSIFIED (AUD) LIMITED
Man Investments Australia has given its consent (which
has not been withdrawn as at the date of this prospectus)
to the issue of this prospectus with the inclusion of
references to Man Investments Australia, in the form and
context in which they are included. Man Investments
Australia has not made or consented to any other
statement in this prospectus including descriptions of
documents to which Man Investments Australia is
a party. To the maximum extent permitted by law, the Man
Group, Man Investments and Man Investments Australia
disclaim and take no responsibility for any part of this
prospectus other than the inclusions detailed above,
to which they have consented.
Ernst & Young has given and not withdrawn its consent
to be named in this prospectus as auditor of the Company
in the form and context in which it is named and to the
inclusion in this prospectus of the extracts of the full
financial statements audited by them, in the form and
context in which they are included. Whilst Ernst & Young
is a professional advisor to Man AHL Diversified (AUD),
neither Ernst & Young nor any officer or employee of Ernst
& Young is intended to be a Director, officer or employee
of the Company.
Euromoney has given its consent (which has not been
withdrawn as at the date of this prospectus) to the
inclusion of the references to the Euromoney 2008 Private
Banking Survey Award in Section 3 of this prospectus in
the form and context in which they are included.
Financial News has given its consent (which has not been
withdrawn as at the date of this prospectus) to the
inclusion of the references to the European Asset
Management Firm of the Decade 2006 award in Section 3
of this prospectus in the form and context in which it
is included.
Conflicts of interest
Man Group companies are entitled to receive various fees
and commissions in relation to the Issue and for other
services provided to the Company. In particular, the Man
Group has a financial interest in brokerage incurred using
the AHL Diversified Program.
In addition, members of the Man Group and their
associates over the life of the investment are involved in
other financial, investment or professional activities which
may on occasion give rise to conflicts of interest with the
Company. In particular, the Investment Manager may over
the life of the investment provide advice, risk management
services or other services in relation to a number of funds
or managed accounts which may have similar investment
strategies to that of the Company or funds in which, or
managed accounts through which, the Company invests.
ADDITIONAL INFORMATION 25
The Investment Manager, Introducing Broker or the
International Broker may receive a rebate or a portion
of the commissions charged by brokers used by the
International Broker on behalf of the Company.
Shares (as contained and implied in this prospectus, the
Application Form and the Articles) would be construed
in accordance with the law of the Cook Islands unless
otherwise provided for or agreed.
The Investment Manager, Introducing Broker and
International Broker will have regard to their obligations
under their agreements with the Company to act in the
best interests of the Company, also having regard to their
obligations to other clients, if a potential conflict of
interest arises. If a conflict does arise, the Investment
Manager will endeavour to ensure that such conflict is
resolved fairly.
As this prospectus has been lodged in Australia, civil
liability for misstatement in this prospectus will be
determined by Australian law and to the extent it may
apply, New Zealand law and relevant Cook Islands
provisions will have no application in these circumstances
(although a Shareholder may have in some circumstances
further rights under the common law as applied in the
Cook Islands). It should be noted however that the liability
of Cook Islands resident directors is limited under the
Cook Islands International Companies Act 1981-82. The
Act, in effect, relieves a resident director from liability in
all circumstances, including where an overseas judgment
against a director imposes a liability from which such a
director is relieved in terms of that section, except where
a liability arises out of the wilful misconduct, wilful
default or wilful neglect of a resident director, or in the
case of a breach of trust or other equitable obligation, the
resident director had actual knowledge of and knowingly
assisted in such breach.
The Directors are also directors of other companies
including companies sponsored by Man Investments
Australia. Philip Bodman, Michael Collins and John Walley
are also directors of Master Multi-Product Holdings
Limited. Where a conflict does arise the Directors will
act in accordance with their duties to the Company.
The Company may buy investments from or sell
investments to the Investment Manager or its associates
according to normal market standards and applicable law.
Members of the Man Group and their associates may deal
with the Company as principal or as agent, provided that
any such dealings are in the best interests of the Company
and are carried out on an arm’s length basis.
Cook Islands law
Those provisions of Cook Islands law which would
otherwise have application to the Company in connection
with the issue of a prospectus do not apply to any
invitation, prospectus or advertisement where the
prospectus has been lodged in Australia. It is therefore
sufficient in respect of this prospectus that within 28 days
of lodging this prospectus in Australia, a copy of this
prospectus be delivered to the registered office of the
Company in the Cook Islands and a duplicate copy signed
by at least two directors of the Company be delivered to
the Registrar of International and Foreign Companies in
the Cook Islands.
There are thus no laws in the Cook Islands regulating the
securities industry or the futures industry applicable to
the Company’s activities.
Under current Cook Islands law, both the Company and its
shareholders are statutorily exempt from all forms of Cook
Islands taxation in respect of this offering and the business
of the Company. There are no laws in the Cook Islands
which apply to the Company, or any Shareholders, which
operate to restrict, control, or tax in any way the
movement of currency or foreign exchange.
Shareholders have the right to enforce the terms of the
issue of the Shares in this prospectus in the High Court
of the Cook Islands in accordance with its rules and
procedures. The rights of a Shareholder against the
Company to enforce the terms of the issue of the
26 ADDITIONAL INFORMATION
Anti-money laundering and exchange control
Applications for the Shares are subject to the anti-money
laundering requirements of the Man Group.
You should be aware that:
i) Man Investments Australia or the Company will be
required to carry out procedures to verify your
identity before providing services to you, and from
time to time thereafter;
ii) transactions may be delayed or refused where Man
Investments Australia or the Company has reasonable
grounds to believe that the transaction breaches
applicable law or regulation;
iii) where transactions are delayed or refused, neither Man
Investments Australia nor the Company and its related
parties are liable for any loss you suffer (including
consequential loss);
iv) Man Investments Australia or the Company may from
time to time require additional information from you
to assist in this process; and
v) indirect Investors may be subject to the anti-money
laundering requirements of their IPDS or IPDS-like
service, master trust or wrap account provider.
In all circumstances, Man Investments Australia or the
Company will seek documentation to verify the identity
of an applicant before allotment of Shares to that
applicant. The Company reserves the right to reject an
application for Shares or decline to register a transfer of
Shares, failing satisfactory verification.
MAN AHL DIVERSIFIED (AUD) LIMITED
At the date of this prospectus, there are no exchange
control approvals required in Australia or the Cook Islands
in respect of the payments and other transactions
contemplated by this prospectus. Under Cook Islands law
an investigation of a suspected suspicious transaction may
give rise to restrictions on the movement of the moneys
relating to that transaction.
Information for New Zealand Shareholders
It is intended that the Company will offer Shares to New
Zealand investors pursuant to and in accordance with an
exemption notice under which the Company is exempt
from complying with the prospectus requirements of the
Securities Act 1978 (New Zealand). Under the terms of the
exemption notice the Company will make available or
provide to its Shareholders in New Zealand:
(a) every annual report of the Company containing
audited annual accounts and any quarterly
reports provided to the Company’s Shareholders
in Australia; and
(b) copies of every material contract entered into
by the Company in each 12 month period; and
(c) all the information required under Australian
law to be disclosed in Australia to the Company’s
Shareholders; and
(d) all other documents required under Australian law to
be lodged with the Australian Securities & Investments
Commission and made available to Australian
Shareholders by companies registered in Australia
as foreign companies; and
(e) monthly information regarding the NAV (the NAV will
be available on the Man Investments Australia website,
updated weekly); and
(f) a facility enabling Shareholders in New Zealand to
obtain information regarding the Net Asset Value
per Share and the funds investment strategy of the
Company; and
(g) access to a copy of a register of Shareholders
of the Company.
The documents referred to under subparagraphs (b) and
(d) and the Share register are available for inspection by
telephoning Man Investments Australia on 0800 878 220
to arrange an appointment to inspect the register at
Level 35, 23–29 Albert Street, Auckland.
Privacy
By signing the Application Form, you acknowledge and
agree that your personal information may be handled by
the Company, Man Investments Australia and their service
providers in the manner set out below.
MAN AHL DIVERSIFIED (AUD) LIMITED
Your completed Application Form will provide personal
information about you to the Company through Man
Investments Australia. The Company collects your
personal information to process and administer your
investment in the Company and to provide you with
information about your investment in the Company. Some
of this information is required by anti-money laundering
and/or Cook Islands law and may be required to be kept
on a register in accordance with the Corporations Act 2001
(Cth). If you do not complete the Application Form in full,
the Company may not accept your application.
The Company may disclose your personal information for
purposes related to your investment and the publication
of the Company’s annual reports, to the Company’s agents
and service providers including Man Investments Australia
and the Registrar. In order to use and disclose your
personal information for the purposes stated above, Man
Investments Australia or the Company may be required
to transfer your personal information to entities located
outside Australia where it may not receive the level of
protection afforded under Australian law. By signing the
Application Form, you consent to your personal
information being transferred overseas for these purposes.
Man Investments Australia would like to retain and use
the personal information you provide in the Application
Form and disclose it to its mail house (subject to a
confidentiality agreement) and to keep you informed
about future investment opportunities. By inserting a tick
in a box on the Application Form, you can direct Man
Investments Australia to retain and use your personal
information to provide you with information about future
investment opportunities.
You are able to access the information about you held
by the Company and Man Investments Australia, subject
to certain exemptions allowed by law, by contacting Man
Investments Australia.
Facsimile instructions
Shareholders may give instructions, including additional
applications for Shares, sale and redemption requests and
standard transfer forms, by facsimile to Man Investments
Australia. Shareholders who give facsimile instructions
release the Company, the Registrar and Man Investments
Australia from, and indemnify the Company, the Registrar
and Man Investments Australia against, any loss, liability,
cost or expense arising from any payment made or action
(or inaction) taken based on a facsimile instruction that is
given, or appears to be given, by a Shareholder.
Shareholders, and any person claiming through them
or on their behalf, will have no claim against the
Company, the Registrar or Man Investments Australia
in relation to payments made or actions taken based
on facsimile instructions.
ADDITIONAL INFORMATION 27
14
taxation
Australian taxation opinion
2 April 2008
The Directors
Man AHL Diversified (AUD) Limited
Bermuda House
Tutakimoa Road
Rarotonga
COOK ISLANDS
Dear Sirs
Man AHL Diversified (AUD) Limited
We have reviewed the Australian Tax Summary included in the Prospectus dated 2 April 2008 in light of the laws in force and
administrative practices followed as at this date.
In our opinion, the Australian Tax Summary accurately summarises the material Australian income tax issues relevant to
Australian resident investors who hold Shares in Man AHL Diversified (AUD) Limited.
Investors should not regard this letter and the Australian Tax Summary as legal or tax advice provided to them for their
benefit and should not rely on either in managing their legal and tax affairs. All investors should obtain professional tax
advice tailored to their particular circumstances and investment objectives.
Yours faithfully
GREENWOODS & FREEHILLS PTY LIMITED
Liability limited by a scheme, approved under Professional Standards Legislation
Greenwoods & Freehills Pty Limited ABN 60 003 146 852
28 TAXATION
MAN AHL DIVERSIFIED (AUD) LIMITED
A summary of the implications under Australian and New
Zealand tax law of investing in Shares is set out in this
section. However, investors should seek their own tax
advice about owning, investing or dealing in Shares.
Australian Taxation
Company: The Company is considered to be a non-resident
of Australia for the purposes of the Income Tax Assessment
Act 1936 and the Income Tax Assessment Act 1997. As a
non-resident, the Company will only be liable to Australian
tax on any income which is derived from Australian
sources, or capital gains on certain Australian assets. The
Company considers that none of the income or gains that
the Company intends to derive or realise will meet either
of these two requirements.
Australian Shareholders: The following is intended to be a
general summary of the Australian taxation consequences
for resident taxpayers (other than temporary residents)
who subscribe for Shares in the Company. Potential
investors should seek their own taxation advice based
on their own personal circumstances. The summary only
considers the position of Australian Shareholders that will
hold their Shares as capital assets and does not deal with
Australian Shareholders who will hold their Shares as
revenue assets, such as share traders and insurance
companies. In addition, the summary does not consider
investors who will subscribe for Shares via an IDPS.
Shareholders may be subject to tax on profits realised
on the disposal or redemption of Shares. The taxation
consequences to a Shareholder of the disposal or
redemption of Shares will depend upon the circumstances
of the Shareholder.
In the event that more than one tax measure applies to
a profit made by the Shareholder, the amount should
only be taxed once in the hands of the Shareholder.
Sale of Shares: If Shareholders dispose of their Shares,
this will give rise to a capital gains tax (‘CGT’) event
for Shareholders. Upon disposal, Shareholders will:
• make a capital gain if the capital proceeds received
for their Shares are greater than the cost base of
their Shares; or
• make a capital loss if the reduced cost base of their
Shares is greater than the capital proceeds received
for their Shares.
The capital proceeds will generally be equal to the
consideration received for the disposal of the Shares.
The cost base and reduced cost base of the Shares will
generally be the Subscription Price paid plus certain
related costs of acquisition or disposal.
MAN AHL DIVERSIFIED (AUD) LIMITED
If the Shares are held for 12 months or more, individuals
and trusts should be entitled to a CGT discount of 50% of
the prima facie capital gain and complying superannuation
entities should be entitled to a CGT discount of 33.33% of
the prima facie capital gain. Companies are not entitled to
a CGT discount.
Capital losses can only be offset against capital gains
(before any available CGT discount) derived by a
Shareholder in the same income year or subsequent
income years.
In the event that the Foreign Investment Fund (‘FIF’) Rules
apply to Shares (see below), then, broadly, to the extent
that any capital proceeds derived by a Shareholder upon
the disposal of Shares represents an amount which has
already been attributed but not distributed to the
Shareholder, the capital proceeds will be reduced by
that amount.
Redemption of Shares: As the Shares are redeemable
preference shares, there are special rules which apply
upon redemption. In particular the following will apply:
• subject to the operation of the FIF Rules, if the amount
of the redemption proceeds debited to the Company’s
share capital account is in excess of the Subscription
Price paid in respect of those Shares the excess will be
treated as a dividend (which will be an unfranked
dividend);
• providing that the Company provides a notice to the
Shareholders specifying the amount paid-up on the
Share immediately before the redemption, so much
of the Redemption Price per Share which does not
exceed the Subscription Price per Share will be treated
as a return of capital; and
• if the Redemption Price paid per Share is less than the
Subscription Price per Share, then a capital loss equal
to the shortfall should arise for the Shareholder.
FIF Rules: As the Company is not expected to be a
Controlled Foreign Company (‘CFC’) for Australian tax
purposes as at 30 June 2008, the Shares held by Australian
Shareholders should generally be subject to the FIF Rules.
The FIF Rules should not apply where the aggregate value
of interests (valued at the greater of cost or market value)
in all FIFs held by a natural person Shareholder (otherwise
than in the capacity of a trustee), together with any
interests held by associates, is less than A$50,000. There is
also a general exemption from the FIF Rules for Australian
complying superannuation funds. Other exemptions may
also be available depending on the exact circumstances
of the Shareholder.
TAXATION 29
Where the FIF Rules apply, attributable income (which
must be included in the Shareholder’s tax return) from
holding Shares should ordinarily be calculated on an
annual basis under the market value method. The market
value method should be available to calculate the deemed
income in respect of the Shares because the Company will
publish details of the Net Asset Value per Share which will
enable the determination of the buy-back or redemption
price in respect of the Shares at year end. Shareholders
using the market value method must generally include in
their assessable income the increase in value of the Shares
during the year of income. A deduction will be allowed in
the amount of any decrease in market value during the
year of income to the extent of amounts previously
assessed and not distributed in respect of the Shares.
Undeducted losses are carried forward to offset future
assessable amounts attributed in respect of the Shares.
number of optional timing methods), but in some cases
the tax status/character (e.g. revenue vs capital vs exempt
etc) of arrangements will also be altered.
If the Company is a CFC as at 30 June 2008, Shareholders
who, together with their associates, own 10% or more
of the Shares will be taxed under the CFC Rules. Such
Shareholders should seek specific advice on the operation
of the CFC Rules.
In addition, Shareholders who do not fall within the above
categories should not be required to apply the proposed
accruals/realisation method as the Shares should be
equity interests for Australian tax purposes.
The Board of Taxation is currently reviewing Australia’s
foreign source income rules and anti-tax deferral regimes
(which includes the FIF rules), and will make
recommendations to the Federal Government later this
year. Shareholders should monitor this process for any
changes which may affect their Shares.
General anti-avoidance provisions: Australian tax law
contains general anti-avoidance provisions and should be
considered by Shareholders in respect of all investments.
In general terms, the application of the general antiavoidance provisions will be attracted where a taxpayer
obtains a ‘tax benefit’ as a consequence of entering into a
scheme and the dominant purpose of one or more parties
to the scheme (or a part of the scheme) was to secure a
tax benefit. Shareholders should seek professional advice
in relation to the application of the general anti-avoidance
provisions to their particular circumstances.
Taxation of financial arrangements: On 20 September 2007,
the former Government introduced a Bill into Parliament
to enact the proposed remaining stages of the taxation of
financial arrangements (‘TOFA’) reforms. The Bill lapsed
due to the 2007 Federal election, but may well be
reintroduced and passed in the first half of 2008.
The Bill proposes wide-sweeping changes to the manner
in which defined ‘financial arrangements’, including most
debt, derivative and some equity transactions, are treated
under income tax law. The new measures generally apply
to both issuers and holders of financial arrangements.
The rules will not only change the tax timing treatment
of many transactions (including the availability of a
30 TAXATION
Subject to the various exceptions, TOFA will apply to
defined ‘financial arrangements’ entered during the 2009-10
tax year of income and later years. Taxpayers may, in certain
circumstances, also elect to bring financial arrangements
entered into before then into the TOFA regime.
The proposed TOFA reforms, as currently drafted, should
generally not apply to a Shareholder who is either:
• an individual; or
• an entity with a turnover of less than A$100 million or
certain entities with a turnover of less than A$20 million,
as the Shares should not be qualifying securities for the
purposes of Division 16E.
However, it is important to bear in mind that the scope of
the regime and the extent of the many exceptions may yet
change and you should closely monitor the potential
application of TOFA.
New Zealand Taxation of Shareholders
The following comments are intended to be only a general
summary of the New Zealand taxation consequences for
New Zealand resident taxpayers who subscribe for Shares
in the Company. Potential investors should obtain their
own taxation and financial advice based on their own
personal circumstances.
This advice is based on current law and interpretations
thereof on the date of this prospectus. No assurance
can be given that applicable tax law and interpretations
thereof will not be changed in the future.
New Zealand international tax system: New Zealand has
a complex international tax system that is designed to tax
on an attributed basis income derived by New Zealand tax
residents from offshore equity investments. Broadly
speaking, this is achieved through the attribution of the
income of controlled foreign companies (‘CFCs’) and
foreign investment funds (‘FIFs’) to New Zealand tax
residents holding interests in those entities.
It is unlikely that the Company will be a CFC for New
Zealand tax purposes. Accordingly, the New Zealand
tax treatment of interests in CFCs is not addressed
in this summary.
MAN AHL DIVERSIFIED (AUD) LIMITED
Tax treatment of New Zealand investors not subject to FIF
regime: Certain New Zealand investors will not be subject
to New Zealand’s FIF regime. These include ‘natural
persons’ whose total FIF interests (which excludes,
amongst other things, shares in certain ASX listed
Australian resident companies) cost NZ$50,000 or
less to acquire.
Dividends derived by non-corporate New Zealand resident
investors not subject to the FIF regime will be subject to
New Zealand income tax.
Where a New Zealand investor not subject to the FIF
regime sells their Shares, the tax treatment of any gain or
loss on sale will depend on the particular circumstances
of the investor.
Generally speaking a loss incurred by a Shareholder not
subject to the FIF regime will only be deductible if that
Shareholder would have been assessable on any gains.
Where Shares are redeemed by the Company, then
provided certain tax thresholds are met in relation to the
redemption, the amount returned by way of redemption
to New Zealand investors who are not subject to the FIF
regime should not be taxed in New Zealand to the extent
that the amount does not exceed the amount subscribed
for the Shares and the Company has sufficient available
subscribed capital. Any amount returned in excess of this
will be taxed as a dividend to the New Zealand investor.
It may be more tax efficient for New Zealand investors
to sell their Shares, or have them repurchased by Man
Investments Australia, rather than have them redeemed,
depending on the circumstances.
Tax treatment of New Zealand investors subject to FIF
regime: Shares in the Company held by New Zealand
investors (eg. natural persons, trusts or companies) will,
subject to certain exceptions (including that discussed
above), constitute income interests in a FIF for New
Zealand tax purposes.
The New Zealand Government has recently enacted
changes to the FIF taxation regime. The changes are now
in effect. The changes may actually benefit New Zealand
investors in the Company who are subject to the FIF
regime and do not affect New Zealand investors who are
not subject to that regime. The changes adversely affect
New Zealand residents who invest in grey list jurisdictions
MAN AHL DIVERSIFIED (AUD) LIMITED
(ie. Australia, Norway, USA, Great Britain, Germany, Japan,
Spain and Canada). However investors in the Company are
potentially subject to the FIF regime, not the tax regime
applying to investments in the grey list countries.
The new FIF regime will apply to the Shares in the
Company unless the investor:
• owns more than 10% of the Company (except where
the investor is a portfolio investment entity, a
superannuation scheme, a unit trust, a life insurer or a
group investment fund) (such investors will effectively
be taxed under the comparative value method discussed
below); or
• is a natural person (but not a trustee, other than for
certain very limited purposes) and the total cost of all
interests owned by the investor which would otherwise
be subject to the FIF regime (which excludes, amongst
other things, shares in certain ASX listed Australian
resident companies) is NZ$50,000 or less. For this
purpose, the investor can elect to treat all interests
which it held on 1 January 2000 as having a cost equal to
half the market value of those interests on 1 April 2007.
Where the new FIF regime applies, New Zealand investors
should, subject to the comments below, be deemed to
derive assessable income in an income year equal to 5%
of the market value of the Shares held by them at the
beginning of the income year, plus an amount referred
to as the ‘quick sale adjustment’ if the Shareholder has
bought and sold Shares during the year.
To calculate any ‘quick sale adjustment’ the Shareholder
first needs to calculate their ‘peak holding adjustment’.
To calculate its peak holding adjustment with respect to
their Shares, the Shareholder must calculate the difference
between the greatest number of Shares held at any point
during the income year and the greater of:
− the number of Shares held at the beginning of the
income year; and
− the number of Shares held at the end of the
income year.
The Shareholder must then multiply that difference by
the average cost of the Shares acquired during the year.
TAXATION
31
The peak holding adjustment is 5% of this amount.
The ‘quick sale adjustment’ amount which then must be
returned by the Shareholder is the lesser of:
− the peak holding adjustment; and
− the profit (if any) made on the sale of Shares acquired
during the year, plus any distributions received on
those Shares.
For this purpose, the last Share acquired is deemed to be
the first sold.
Investors are subject to tax on this assessable income at
their marginal rates.
Any dividends received by an investor and any
redemptions or repurchases are ignored under the above
5% method (except when the redemption or repurchase
occurs in the same year Shares are acquired and a quick
sale adjustment must be made). A slightly more complex
version of this method is used by managed funds.
If an investor is not subject to the new FIF regime because
they own more than 10% of the Company (as discussed
above), the investor will be taxed under the comparative
value method. Generally speaking, this method measures
the fluctuation in value of New Zealand investors’
interests in the Company over the relevant income year,
including dividend receipts. Any increase in value
attributed to investors using this method will be subject
to income tax in New Zealand in that year. Any decrease in
value attributed to investors under this method should be
deductible. Effectively, this method will result in any
surplus (including dividends) above the amount originally
subscribed for a Share being subject to tax, with a
deduction available for any deficit.
If the investor is a natural person or a family trust and can
show that the sum of:
• the total increase in the market value of all the
investor’s interests which are subject to the FIF
regime (including the Shares, but excluding certain
debt-like FIF interests); plus
• any realised gains and distributions received from this
pool of interests,
is less than the total income on the pool under the 5%
method, the investor can elect to only be subject to tax
on this lesser amount. The investor cannot claim a
deduction for any loss however.
32
TAXATION
MAN AHL DIVERSIFIED (AUD) LIMITED
15
definitions and directory
AHL Diversified Program means the investment program
managed by Man Investments and more particularly
described in Section 3.
Articles means the Company’s Articles of Association.
Business Day means a day on which banks generally are
open for business in the applicable jurisdiction in Sydney,
London or the Cook Islands excluding a Saturday, Sunday
or public holiday.
Cash Deposit(s) means a cash or cash equivalent (as
described in Section 2) investment to be made by the
Company with an institution or institutions of a rating
of at least Standard & Poor’s A-.
Company or Man AHL Diversified (AUD) means Man AHL
Diversified (AUD) Limited ARBN 122 436 408.
Dealing Day means the first Business Day after a Valuation
Day or such other Business Day as the Directors shall from
time to time determine provided that a Dealing Day shall
never occur more than three Business Days after a
Valuation Day to which it relates and no more than
one Dealing Day shall relate to any one Valuation Day.
Directors means the directors from time to time of
the Company.
International Broker means MF Global UK Ltd or such
other broker or brokers introduced by the Introducing
Broker and appointed by the Company.
Introducing Broker mean Man Investments AG, a wholly
owned subsidiary of Man Group plc.
Investment Manager means Man Investments Limited,
a wholly owned subsidiary of Man Group plc.
Issue means the issue of Shares pursuant to this
prospectus.
Man Group means Man Group plc and all or any of its
subsidiaries as the context requires.
Man Investments means Man Investments Limited,
a wholly owned subsidiary of Man Group plc.
Man Investments Australia means Man Investments
Australia Limited ABN 47 002 747 480, a wholly owned
subsidiary of Man Group plc.
Minimum Additional Application Amount means, for the
life of this prospectus, an amount of A$5,000, subject to
the discretion of the Directors.
Minimum Application Amount means, for the life of this
prospectus, an amount of A$20,000, subject to the
discretion of the Directors.
Minimum Holding means, for the life of this prospectus,
a holding of Shares having an aggregate value of A$20,000
(less any entry fee paid), subject to the discretion of
the Directors.
Net Asset Value per Share or NAV means the amount
calculated as the net asset value of the Shares in
accordance with the Articles divided by the number
of Shares on issue at the relevant time.
Redemption Price means the redemption price calculated
by reference to the Net Asset Value per Share at the
Valuation Day immediately preceding the Dealing
Day on which redemption is to be effected, and the
Company’s Articles.
Registrar means HSBC Trustee (Cook Islands) Limited.
Relevant Time means for the purpose of subscription or a
sale or redemption of Shares, midday Sydney time 3
Business Days before a Dealing Day.
Shareholder(s) means a holder(s) of redeemable shares
in the Company.
Shareholder’s Account means the bank account in the
Shareholder’s name nominated on the Application Form
as the Shareholder’s Account.
Shares means redeemable shares in the Company.
Subscription Price means the price for which Shares can be
subscribed calculated by reference to the Net Asset Value
per Share at the Valuation Day immediately preceding the
Dealing Day on which the Shares are to be issued and the
Company’s Articles.
US Person(s) means a US person, as defined in Regulation S
under the Securities Act of 1933 or the Investment
Company Act of 1940 or the Internal Revenue Code (each
as amended from time to time) and more particularly, any
natural person that resides in the US or is a US citizen, any
entity organised or incorporated under the laws of the US,
any entity organised or incorporated outside the US the
beneficial owners of which include US Persons, any estate
of which any executor or administrator is a US Person, any
trust of which any trustee is a US Person or any agency
or branch of a foreign entity located in the US, or entities
subject to the US Employee Retirement Income Securities
Act of 1974, as amended, or other tax-exempt investors
or entities in which substantially all of the ownership is
held by US tax-exempt investors or entities in which
substantially all of the ownership is held by US tax-exempt
investors and any person acting on their behalf. It does
not include any discretionary or non-discretionary account
(other than an estate or trust) held for the benefit
or account of a non-US Person by a dealer or other
professional fiduciary organised or incorporated in the US.
Valuation Day means the time of close of business in the
market or markets relevant for the valuation of the assets
and liabilities of the Company on Monday of each week,
or such other day as may be agreed or determined
pursuant to any provision of the Articles.
Minimum Redemption means, for the life of this
prospectus, an amount of A$5,000, subject to the
discretion of the Directors.
MAN AHL DIVERSIFIED (AUD) LIMITED
DEFINITIONS AND DIRECTORY
33
Registered office in Cook Islands
Man AHL Diversified (AUD) Limited
Bermuda House
Tutakimoa Road
Rarotonga Cook Islands
Telephone (682) 22680
Fax (682) 20566 or (682) 20722
Sponsor, local agent and registered office in Australia
Man Investments Australia Limited
Level 21 Grosvenor Place
225 George Street
Sydney NSW 2000 Australia
Registrar and transfer agent
HSBC Trustee (Cook Islands) Limited
Bermuda House
Tutakimoa Road
Rarotonga Cook Islands
Auditor
Ernst & Young
41 Shortland Street
Auckland 1010 New Zealand
Investment Manager
Man Investments Limited
Sugar Quay
Lower Thames Street
London EC3R 6DU United Kingdom
Directors
Mr Michael Collins
Argonaut House
5 Park Road
PO Box HM2001
Hamilton HMHX Bermuda
Mr John Walley
12 Swift Hall
Carrickmines Wood
Brennanstown Road
Foxrock
Dublin 18 Ireland
Secretary
Penrhyn Secretaries Limited
Bermuda House
Tutakimoa Road
Rarotonga Cook Islands
Enquiries
Any enquiries relating to this prospectus should be
referred to Man Investments Australia at:
Level 21 Grosvenor Place
225 George Street
Sydney NSW 2000 Australia
(61-2) 8259 9999 or
Toll free Australia 1800 222 355 or
toll free New Zealand on 0800 878 220
Fax (61-2) 9252 4453
www.maninvestments.com.au
info@maninvestments.com.au
Mr Philip Bodman
Man Fund Management (Guernsey) Ltd
First Floor Albert House
South Esplanade
St Peter Port
Guernsey GY1 1AJ Channel Islands
Mr Brent York**
HSBC Trustee (Hong Kong) Limited
Suites 1101-10
11/F Cityplaza 4
12 Taikoo Wan Road
Taikoo Shing Hong Kong
Henderson Limited**
Bermuda House
Tutakimoa Road
Rarotonga Cook Islands
** Cook Islands resident directors.
34 DEFINITIONS AND DIRECTORY
MAN AHL DIVERSIFIED (AUD) LIMITED
This prospectus is dated 2 April 2008.
This prospectus is signed for and on behalf of the Company by:
Philip Bodman
Director
MAN AHL DIVERSIFIED (AUD) LIMITED
DEFINITIONS AND DIRECTORY
35
A
Appendix A
MAN AHL DIVERSIFIED (AUD) LIMITED
FINANCIAL INFORMATION
This Appendix A includes extracts from the full financial statements for the Company as at
30 September 2007. The full financial statements were audited by Ernst & Young.
The following summary financial statements have been extracted from the full financial statements,
which have been reported on by the auditors. The auditors’ report on the full financial statements is
unqualified. The extracts from the full financial statements do not contain sufficient information to
allow as full an understanding of the results and affairs of the Company as is provided in the full
financial statements. Copies of the full financial statements may be obtained from Man Investments
Australia on (61-2) 8259 9999, toll free Australia 1800 222 355, toll free New Zealand 0800 878 220 if
you would like further information.
36 FINANCIAL STATEMENTS
MAN AHL DIVERSIFIED (AUD) LIMITED
MAN AHL DIVERSIFIED (AUD) LIMITED
INCOME STATEMENT
For the period from 16 October 2006 to 30 September 2007.
(Expressed in Australian Dollars)
Notes
2007
$
Revenue
Net gain on AHL Program
1,833,890
Foreign exchange loss
Interest received
(40,530)
2
Total Operating Revenue
552,070
2,345,430
Expenses
Audit fees
Brokerage commission expenses
37,037
1,2
Directors fees
181,162
12,611
Formation costs
229,624
Incentive fees
1,2
323,187
Management fees
1,2
349,383
Registrar fees
2
10,781
Service agent fee
2
5,000
Valuation fees
2
26,752
Other expenses
2,146
Total Operating Expenses
1,177,683
Net increase in value attributable to
Redeemable Shareholders for the period
$1,167,747
This is an extract from the Company’s financial statements as at 30 September 2007.
MAN AHL DIVERSIFIED (AUD) LIMITED
FINANCIAL STATEMENTS
37
MAN AHL DIVERSIFIED (AUD) LIMITED
STATEMENT OF MOVEMENTS IN ORDINARY AND REDEEMABLE
SHAREHOLDERS INTEREST
For the period from 16 October 2006 to 30 September 2007.
(Expressed in Australian Dollars)
Notes
Ordinary and Redeemable Shareholders interest
at the beginning of the period
2007
$
-
Allotment of ordinary shares
2
5
Allotment of redeemable shares
2
76,822,398
Redemption of 26,554 redeembable shares
Net increase in value attributable to redeemable shareholders
Ordinary and Redeemable Shareholders interest
at the end of the period
(24,047)
1,167,747
$77,966,103
This is an extract from the Company’s financial statements as at 30 September 2007.
38 FINANCIAL STATEMENTS
MAN AHL DIVERSIFIED (AUD) LIMITED
MAN AHL DIVERSIFIED (AUD) LIMITED
BALANCE SHEET
As at 30 September 2007.
(Expressed in Australian Dollars)
Notes
2007
$
Assets
Cash at bank
55,386,108
Broker accounts – AHL Program – cash
2
19,091,218
Broker accounts – AHL Program – derivatives
2
3,689,458
Sundry debtors and prepayments
211,191
Total Assets
78,377,975
Less:
Liabilities
Accrued expenses
2
Net assets attributable to Ordinary
and Redeemable Shareholders
411,872
$77,966,103
Represented by:
Liability to redeemable shareholders
79,871,575 redeemable shares of AUD0.9761 each
3
77,966,098
3
5
Ordinary Shares
5 ordinary shares of AUD1.00 each
$77,966,103
This is an extract from the Company’s financial statements as at 30 September 2007.
MAN AHL DIVERSIFIED (AUD) LIMITED
FINANCIAL STATEMENTS 39
MAN AHL DIVERSIFIED (AUD) LIMITED
CASH FLOW STATEMENT
For the period from 16 October 2006 to 30 September 2007.
(Expressed in Australian Dollars)
2007
$
Net increase in value attributable to redeemable
shareholders for the period
1,167,747
Adjustment to reconcile net increase in value attributable
to redeemable shareholders for the period to net cash
provided by/(used in) operating activities.
Change in assets and liabilities:
Movement in open positions
(3,689,458)
Movement in sundry debtors and prepayments
(211,191)
Movement in accrued expenses
411,872
Net cash used in operating activities
(2,321,030)
Cash flows from financing activities:
Allotment of ordinary shares
Allotment of redeemable shares
Redemption of redeemable shares
Net cash provided by financing activities
Net change in cash and cash equivalents
Cash brought forward
Cash and cash equivalents at end of the period
5
76,822,398
(24,047)
76,798,356
74,477,326
$74,477,326
Represented by:
Cash at bank
55,386,108
Cash at broker accounts
19,091,218
$74,477,326
This is an extract from the Company’s financial statements as at 30 September 2007.
40 FINANCIAL STATEMENTS
MAN AHL DIVERSIFIED (AUD) LIMITED
MAN AHL DIVERSIFIED (AUD) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the period from 16 October 2006 to 30 September 2007.
(Expressed in Australian Dollars)
NOTE 1:
FEES, CHARGES AND EXPENSES
A monthly management fee, brokerage commission and incentive fee are payable by the Company
and are reflected as such in the income statement. For the purpose of calculating fees the “Net Asset
Value” referred to is that calculated for valuation and redemption purposes.
(a)
Management fee
A management fee is payable by the Company to Man Investments AG for the investment using
the AHL Program. The fee is calculated and accrued on each weekly Dealing Day at a rate of 1/52 of
3% of the notional value of the investments in the AHL Program (before deducting brokerage and
incentive fees, if any, but after deducting an allocation of service and administration expenses) on the
immediately preceding Valuation Day. The fee is paid monthly in arrears.
(b)
Brokerage commissions
A weekly fee is calculated and accrued by the Company in respect of brokerage commission at a
rate of 1/52 of 1.0% of the notional value of the investments in the AHL Program (before deducting
management, incentive fees and an allocation of consultancy fees but after deducting an allocation
of service and administration expenses, if any) on the preceding Valuation Day, plus the cost, at
institutional rates, for the execution of any futures contracts traded and hedging transactions using
the AHL Program.
All brokerage commission is payable monthly in arrears to Man Investments AG, the Introducing
Broker, whether for its own account or, in respect of the institutional charge being received on behalf
of the Principal Broker, MF Global UK Limited (previously Man Financial Limited).
(c)
Incentive fee
An incentive fee is payable at a rate of 20% of any net appreciation and net new profits in the
notional value of the investments using the AHL Program (after deduction of the management and
brokerage fees and an allocation of service and administration expenses) on any weekly Valuation
Day, above any previous highest notional value on any preceding weekly Valuation Day on which the
incentive fee is calculated.
NOTE 2:
RELATED PARTY TRANSACTIONS
Identity of related parties:
Man Investments Limited (the Investment Manager), Man Investments Australia Limited (‘MIAL’) (the
Sponsor), Man Investments AG (the Marketing Advisor and Introducing Broker), MF Global UK Limited
(previously Man Financial Limited) (the Principal Broker), and Man Valuation Services Limited (the
Valuation Agent) are related parties as they are all subsidiaries of Man Group. Man Group means Man
Group plc and all or any of its subsidiaries, as the context requires.
HSBC Trustee (Cook Islands) Limited (‘HTCK’), the Share Registrar of the Company, is a related party.
Brent York is a director and the General Manager of HTCK.
Henderson Limited and Penryhn Secretaries Limited are related parties as they are subsidiaries
of HTCK.
Master Multi-Product Holdings Limited (‘MMPH’) is a related party through its holding of the ordinary
shares, and Michael Collins, John Walley and Philip Bodman are directors of MMPH.
Income received from, and balances with these companies are disclosed in the relevant notes.
This is an extract from the Company’s financial statements as at 30 September 2007.
MAN AHL DIVERSIFIED (AUD) LIMITED
FINANCIAL STATEMENTS
41
MAN AHL DIVERSIFIED (AUD) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the period from 16 October 2006 to 30 September 2007.
(Expressed in Australian Dollars)
NOTE 2:
RELATED PARTY TRANSACTIONS (Continued)
Related party transactions:
2007
$
Income received from Man Group:
Interest received
65,069
Expenses paid to Man Group:
Brokerage commission
Incentive fees
Management fees
Service agent fee
Valuation fees
181,162
323,187
349,383
5,000
26,752
Expenses paid to HTCK:
Registrar fees
Balances outstanding:
Broker accounts – cash
Broker accounts – derivatives
10,781
19,091,218
3,689,458
Included in accrued expenses are amounts due to related parties for unpaid fees of AUD343,767. No
debts with related parties have been written off or forgiven during the period.
NOTE 3:
ORDINARY AND REDEEMABLE SHARES
3.1
2007
Ordinary Shares
Authorised, issued and fully paid
$
5 ordinary shares of AUD1.00 each
5
The ordinary shares carry the rights to 20% of total votes, whereas the redeemable shares as a class
carry the right to 80% of the votes cast by all shareholders. The holders of the ordinary shares are
entitled to an annual dividend of US$5,000 for all of the shares.
3.2
2007
Redeemable Shares
Authorised
499,999,995 redeemable shares
of AUD1.00 each
$
499,999,995
Issued and fully paid
Allotment
Redeemed
#
79,898,129
(26,554)
Closing balance
79,871,575
All shares are redeemable on a weekly basis subject to the terms of the prospectus and the Articles
of Association.
This is an extract from the Company’s financial statements as at 30 September 2007.
42 THE APPLICATION FORM
MAN AHL DIVERSIFIED (AUD) LIMITED
A
the Application Form
Instructions to applicants
The Application Form should be read in conjunction with
the prospectus and the accompanying ‘Identification
Requirements’ document.
How to apply for Shares: Complete the Application Form
attached to the prospectus.
New Zealand applicants: Complete the Application Form
attached to the investment statement.
Minimum Investment:
• The Minimum Application Amount is A$20,000 and then
in multiples of A$1,000.
• The Minimum Additional Application Amount is A$5,000
and then in multiples of A$1,000. If you are already a
Shareholder, you may purchase additional Shares by
completing the Application for Additional Shares on
page 59 or 61.
• An entry fee of 3% is payable by applicant(s) and will be
deducted prior to allotment of Shares. Please see
example below.
Example
Rebate of 3% Entry Fee: Your financial advisor may agree to
rebate all or a portion of the entry fee to you as additional
Shares. In order to do this, you and your financial advisor
must complete Part 5 of the Application Form, and Part 5
must be signed by your financial advisor or if you are applying
for additional Shares, complete the relevant section of the
Application for Additional Shares forms on page 59 or 61.
Method of payment: Electronic funds transfer (as detailed on
page 48 of the prospectus) into the Man AHL Diversified
(AUD) Limited Subscription Moneys Account with National
Australia Bank. Please quote the AUX number located on the
top right hand side of the Application Form when
transferring the funds.
Applications accompanied with other forms of payment
such as cash, personal cheque, bank draft or money order
will not be accepted, and the Application Form and payment
will be returned to the applicant(s).
The Company will not accept payment from any party other
than the applicant in relation to an application for Shares.
Anti-money laundering/counter-terrorism financing:
Applicants should note that unless all relevant sections of
the Application Form are completed and the identification
documents are provided and are in order, your application for
Shares may be deemed incomplete.
Amount you transfer electronically
A$20,000
Less 3% entry fee (this fee is paid to
Man Investments Australia who may
pass all or part of this fee to your
financial advisor. If you don’t have a
financial advisor Man Investments
Australia will retain the entry fee)
A$600
Therefore, no allotment of Shares may take place and you
may not become a Shareholder in the Company. Further,
Man Investments Australia will retain your application
moneys in an Australian dollar non-interest bearing bank
account until such time as all required identification
documents have been received.
Balance (net of 3% entry fee)
A$19,400
Example NAV per Share
A$1.2514*
No of Shares allotted
15,502
Reports to Shareholders: Shareholders can elect to receive
all reports and correspondence from Man Investments
Australia and the Company electronically. These reports and
correspondence can include, but are not limited to, contract
notes, annual reports, notices of annual general meetings
and confirmation letters.
Shares applied for at weekly NAV
If an application is deemed incomplete (for example if you
have not properly completed the Application Form and
provided copies of the required identification documents),
that application will not be accepted for subscription on the
Dealing Day immediately following receipt of that
Application Form and application moneys, but be held over
until the required documents have been received by Man
Investments Australia. The application will only be held over
for four Dealing Days from the date of receipt, after which
the application will be cancelled and the application moneys
returned to the investor (less any bank charges as applicable)
and without payment of interest once the Company has
verified the identity of that applicant.
Shareholders who wish to receive information electronically
should insert their email address in the relevant sections of
the Application Form and tick the boxes in Part 4 of the
Application Form.
* This example is illustrative only. It is not a forecast or prediction of the performance of Man AHL Diversified (AUD) Limited or the likely NAV on any
Dealing Day.
MAN AHL DIVERSIFIED (AUD) LIMITED
THE APPLICATION FORM 43
Shareholders who elect to receive information electronically
will be notified by email when the information is available
on the Man Investments Australia website.
Tax File Number: Man AHL Diversified (AUD) is a registered
foreign company in Australia therefore Australian resident
investors are not required to provide a Tax File Number.
Sending your Application Form: Your completed and signed
original Application Form together with identification
documents for the purchase of the Shares must be sent
to either:
Man Investments Australia Limited
Level 21 Grosvenor Place
225 George Street
Sydney NSW 2000
Australia
or
Man Investments Australia Limited
PO Box N672
Grosvenor Place NSW 1220
Australia
Delays in submitting your completed original Application
Form and your identification documents may lead to
rejection of your application.
If you have any questions or require assistance in
completing the Application Form, please contact Man
Investments Australia Client Services in Sydney on
(61-2) 8259 9999 (Australia toll free 1800 222 355) or
email info@maninvestments.com.au
44 THE APPLICATION FORM
MAN AHL DIVERSIFIED (AUD) LIMITED
How to complete the Application Form
Type of Applicant
Correct form of
Registration
Individual
Use given name(s) in full,
not initials
John Alfred Citizen
Complete in Part 1
✓
J.A. Citizen
✗
Individual to sign and print name
Joint
Use given name(s) in full,
not initials
John Alfred Citizen &
Janet Marie Citizen
Complete in Part 1
✓
John Alfred &
Janet Marie Citizen
✗
Each applicant to sign and print name
Superannuation Funds
(all trustees to be included)
Use the name of the trustee(s)
of the fund and insert the
name of the superannuation fund
John Citizen ATF
Complete in Part 1 and insert
name of superannuation fund
✓
John Citizen Pty Ltd
Superannuation Fund
✗
Each individual trustee to sign and print name
and to note in writing by his/her signature that
he/she signs as trustee on behalf of (insert
name of superannuation fund)
Company
Use company name in full with
no abbreviations
XYZ Pty Ltd
Complete in Part 2
✓
XYZ P/L or XYZ Co
✗
Two directors or a director and company
secretary to sign and print name unless a sole
director/sole company secretary. Each must
state their capacity and print their name next
to their signature.
For small private companies (eg. XYZ Pty Ltd),
please confirm that the signatories are the only
authorised signatories of the company in Part
2. Otherwise, please ensure that you include
an original or certified copy of your authorised
signatory list.
Trusts
(all trustees to be included)
Use trustee(s) personal name(s)
Insert the name of the trust
Penny Citizen ATF
Complete in Part 1 and insert
name of Trust
✓
Penny Citizen Family
Trust
✗
Each individual trustee to sign and print name
and to note in writing by his/her signature that
he/she signs as trustee on behalf of (insert
name of trust)
Company Trustee
Use trustee(s) company name(s)
and insert the name of the trust
or superannuation fund
XYZ Pty Ltd ATF
Complete in Part 2 and insert
name of trust or superannuation fund
✓
Penny Citizen
✗
Two directors or a director and company
secretary to sign and print name unless a sole
director/sole company secretary. Each must
state their capacity and print their name next
to their signature.
For small private companies (eg. XYZ Pty Ltd),
please confirm that the signatories are the only
authorised signatories of the company in Part
2. Otherwise, please ensure that you include
an original or certified copy of your authorised
signatory list.
Minor (under the age of 18)
Use the name of the adult who
signs on behalf of the minor
John Alfred Citizen ATF
Complete in Part 1 and
insert name of minor
✓
Peter Citizen
✗
The person who signs on behalf of the minor
to sign and print their name and to note by
his/her signature that he/she signs on behalf
of (insert name of minor)
Partnerships
Use partners’ personal name(s)
John Citizen & Michael Citizen
Complete in Part 1 and insert
name of partnership
✓
John Citizen & Son
✗
Partners to sign and print name
Estates
John Citizen ATF
The estate of the late
(insert name of estate)
Complete Part 1 for individual
executor(s) or Part 2 for
corporate executor
✓
Estate of (insert name of
estate)
✗
The executor(s) of the estate as appointed
MAN AHL DIVERSIFIED (AUD) LIMITED
Incorrect form of
Registration
Who signs (Part 7)
THE APPLICATION FORM 45
checklist for applicants
Can you tick all of the following boxes to confirm that the Application Form is complete?
*
*
*
*
*
*
*
*
*
*
Have you identified which type of applicant you are? Refer to the table on page 45.
Individuals, joint applicants, individual trustees, individual executors, adults on behalf of
minors or partnerships: Have you completed your details including residential address?
Refer to Part 1 of the Application Form.
Companies, company trustees or company executors: Have you completed your details
including registered address? Refer to Part 2 of the Application Form.
Trusts or superannuation funds: Have you completed your details including the trustee
name(s)? Refer to Part 1 of the Application Form for individual trustees or Part 2 of the
Application Form for company trustee(s).
If you wish to receive information electronically, have you inserted your email address in
Part 1, Part 2 or Part 3 and ticked the boxes in Part 4?
Only complete your correspondence address in Part 3 if it is different to your
residential/registered address.
Joint applicants may elect to allocate signing authority to either applicant by completing
Part 6.
Have you and your financial advisor agreed that part or all of the 3% entry fee will be
rebated to you as additional Shares? If so, please complete Part 5 of the Application Form.
Have you signed under Part 7 as the applicant(s)/director(s)/trustee(s)?
Has the identification documentation been attached to the Application Form as outlined
in the accompanying ‘Identification Requirements’ document?
46 THE APPLICATION FORM
MAN AHL DIVERSIFIED (AUD) LIMITED
AA
Advisor’s Stamp
101817
MAN INVESTMENTS AUSTRALIA
AUX
MIA
101817
EP
AHL
MAN
Application Form page 1 of 3
DIVERSIFIED
(AUD) LIMITED
I/We apply to purchase fully paid redeemable Shares in Man AHL Diversified (AUD) Limited pursuant to the prospectus dated
2 April 2008 (‘the Prospectus’). I/We confirm A$
has been transferred into the Subscription Moneys Account to cover
payment for Shares.
I/We request you to allot the Shares applied for to me/us and authorise you to register me/us as the holder(s) of the Shares allotted.
I/We agree to be a member of the Company and to be bound by the terms of the Articles and the Prospectus.
Type of applicant
Individual/joint applicant/individual trustee (including superannuation fund)/partnership/adult on behalf of a minor (under the age of
18)/individual as an executor
Complete Parts 1, 3, 4, 5, 6 and 7
Company/company trustee (including superannuation fund)/company as executor
Complete Parts 2, 3, 4, 5, 6 and 7
PLEASE NOTE THAT ONLY PARTS 3, 4 AND 5 ARE OPTIONAL. ALL OTHER PARTS MUST BE COMPLETED.
1.
Individuals, joint applicants or individual trustee details
Applicant A
Are you a previous investor in a fund sponsored by MIA?
Title (e.g. Mr/Mrs/Miss/Ms/Dr )
Yes
No
Applicant B
Are you a previous investor in a fund sponsored by MIA?
Title (e.g. Mr/Mrs/Miss/Ms/Dr )
Given name(s)*
Given name(s)*
Last name*
Last name*
/
/
Date of birth*
Residential address (Not PO Box)*
/
/
Date of birth*
Residential address (Not PO Box)*
City
City
State
Postcode
Country
State
Postcode
Telephone (BH)
Telephone (BH)
(AH)
(AH)
Mobile
Mobile
Email
Email
Yes
No
Country
Full name of superannuation fund or trust (if applicable)*
Type of trust*
Country of establishment*
ABN/ARSN or other unique identifying no.*
Full name of minor, estate, partnership or full business name (if applicable)*
Business name or partnership only
Country of formation*
ABN or other unique identifying no.*
Principal place of business (Not PO Box)*
City
Country
* Mandatory (where applicable)
State
Postcode
method of payment and banking instructions
The Company will not accept payment from any party other than the applicant in
relation to an application for Shares.
Direct Banking Details:
BSB
082 057
Account No
864837019
Account Name
Man AHL Diversified (AUD) Ltd
Subscription Moneys A/c
Bank Name
National Australia Bank
Bank Address
NAB House
255 George Street
Sydney NSW 2000 Australia
SWIFT
NATAAU3302S
(applicable for telegraphic transfer)
Currency
Australian Dollars
AUX Reference
Please quote the AUX number found on the top right hand side of the
Application Form when transferring the funds.
Sending your Application Form
Your completed and signed original Application Form together with your identification
documents for the purchase of the Shares must be sent to either:
Man Investments Australia Limited
Level 21 Grosvenor Place
225 George Street
Sydney NSW 2000
Australia
or
Man Investments Australia Limited
PO Box N672
Grosvenor Place NSW 1220
Australia
Delays in submitting your completed, signed original Application Form and your identification
documents may lead to rejection of your application.
For enquiries:
Phone
Toll free Australia
Email
Fax
(61-2) 8259 9999 or
1800 222 355 or
info@maninvestments.com.au
(61-2) 9252 4453
www.maninvestments.com.au
48 THE APPLICATION FORM
MAN AHL DIVERSIFIED (AUD) LIMITED
AA
Advisor’s Stamp
101817
MAN INVESTMENTS AUSTRALIA
AUX
MIA
101817
EP
AHL
MAN
Application Form page 2 of 3
DIVERSIFIED
(AUD) LIMITED
2.
Company details
Full name of company or company trustee (including incorporated bodies)*
ABN/ACN/ARBN or other unique identifying no.*
Are you a previous investor in a fund sponsored by MIA?
Yes
Contact person
No
Capacity of contact person
Type of Company (tick appropriate boxes)*
Foreign company not registered in Australia
Unregistered in home jurisdiction
Registered in home jurisdiction:
private company
public company
other (specify:________________)
Foreign company registered in Australia
Unregistered in home jurisdiction
Registered in home jurisdiction:
private company
public company
other (specify:________________)
Australian domestic company
Proprietary
Public
Country of incorporation or formation*
Registered office address (Not PO Box)*
City
State
Postcode
Date of incorporation*
Country
/
/
Primary place of business (only if different to the registered office address)*
City
State
Postcode
Country
Telephone (BH)
(AH)
Mobile
Email
Full names of all company directors (only applicable if private or proprietary company)*
Note: If you require additional space, please provide a list of directors on a separate page.
Are the signatories signing this Application Form the only authorised signatories for the company?
If no, please also supply an original certified copy of the authorised signatories list.*
Yes
No
Full name of superannuation fund or trust (if applicable)*
Type of trust*
Country of establishment*
Full name of minor or estate (if applicable)*
* Mandatory (where applicable)
ABN/ARSN or other unique identifying no.*
This page has been left blank intentionally.
50 THE APPLICATION FORM
MAN AHL DIVERSIFIED (AUD) LIMITED
AA
Advisor’s Stamp
101817
MAN INVESTMENTS AUSTRALIA
AUX
MIA
101817
EP
AHL
MAN
Application Form page 3 of 3
DIVERSIFIED
(AUD) LIMITED
3.
Correspondence address (complete if your correspondence address is different to the address in Part 1 or Part 2).
This address is used by the share registry as your registered address (if left blank, the address in Part 1 or Part 2 will be used).
Contact name and address
City
State
Country
4.
Postcode
Email (this address will be used to issue electronic notifications as elected in Part 4)
Electronic notification
By ticking this box I/we would like to receive electronic notification for annual reports and general correspondence.
By ticking this box I/we would like to receive electronic notification of the contract note.
(Australian residents only) I/we wish to be provided information about future investment opportunities
5.
electronic copy
paper copy.
Details for entry fee
Composition of Rebate
Fee to
Advisor
(0% to 3%)
Man AHL Diversified
(AUD) Limited
+
Rebate
(0% to 3%)
+
=
3%
=
3
Indicate whole % to be rebated on entry
Financial advisor (to be completed by financial advisor)
Name
6.
Signature
Date
Signing Authority (applicable for joint applicants only) – only complete this part if you wish to authorise the Company to effect
the instructions of:
any one of the signatories in Part 7
or all of the signatories in Part 7
Please indicate by ticking one of the boxes above. The authority to accept one signature will remain in force until it is revoked in writing
by both signatories. Failure to choose either option will result in both signatures being required for all future transactions.
IMPORTANT: By signing this Application Form I/we acknowledge and confirm that I/we have read the Prospectus and understand that:
(a) neither the Man Group nor the Directors guarantee or in any way stand behind the capital value or the performance of the Shares or investments
made by the Company;
(b) investment in the Shares is subject to investment risk including possible delays in payment and loss of income and principal invested;
(c) any person who gives another person access to this Application Form must at the same time and by the same means give the other person access to
the whole Prospectus and any supplementary documents;
(d) I am/we are not a US Person(s) as defined in Section 15 of the Prospectus; and
(e) the Prospectus contains important information about investing in the Shares.
7.
Applicant name(s) and signature(s) Please sign and print name where indicated*
Applicant/Director/Trustee Name (please circle)
Name
Signature
Date
Signature
Date
Applicant/Director/Trustee Name (please circle)
Name
This Application Form must not be handed to another person unless attached to the Prospectus. Applicants viewing the electronic prospectus may request a
paper copy of the Prospectus and Application Form from Man Investments Australia free of charge. The Prospectus expires on or before 2 May 2009. It is advisable
to read the Prospectus before applying for Shares.
Internal Use Only
ID Stamp
Date
Money Received
Initials
Expiry Date
TT Ref
AUS
NPC
Complete
Date
NZ
PC
Incomplete
Amount $
Country of origin
* Mandatory (where applicable)
This page has been left blank intentionally.
52
KEY INFORMATION
MAN AHL DIVERSIFIED (AUD) LIMITED
AB
Advisor’s Stamp
101817
MAN INVESTMENTS AUSTRALIA
AUX
MIA
101817
EP
AHL
MAN
Application Form page 1 of 3
DIVERSIFIED
(AUD) LIMITED
I/We apply to purchase fully paid redeemable Shares in Man AHL Diversified (AUD) Limited pursuant to the prospectus dated
2 April 2008 (‘the Prospectus’). I/We confirm A$
has been transferred into the Subscription Moneys Account to cover
payment for Shares.
I/We request you to allot the Shares applied for to me/us and authorise you to register me/us as the holder(s) of the Shares allotted.
I/We agree to be a member of the Company and to be bound by the terms of the Articles and the Prospectus.
Type of applicant
Individual/joint applicant/individual trustee (including superannuation fund)/partnership/adult on behalf of a minor (under the age of
18)/individual as an executor
Complete Parts 1, 3, 4, 5, 6 and 7
Company/company trustee (including superannuation fund)/company as executor
Complete Parts 2, 3, 4, 5, 6 and 7
PLEASE NOTE THAT ONLY PARTS 3, 4 AND 5 ARE OPTIONAL. ALL OTHER PARTS MUST BE COMPLETED.
1.
Individuals, joint applicants or individual trustee details
Applicant A
Are you a previous investor in a fund sponsored by MIA?
Title (e.g. Mr/Mrs/Miss/Ms/Dr )
Yes
No
Applicant B
Are you a previous investor in a fund sponsored by MIA?
Title (e.g. Mr/Mrs/Miss/Ms/Dr )
Given name(s)*
Given name(s)*
Last name*
Last name*
/
/
Date of birth*
Residential address (Not PO Box)*
/
/
Date of birth*
Residential address (Not PO Box)*
City
City
State
Postcode
Country
State
Postcode
Telephone (BH)
Telephone (BH)
(AH)
(AH)
Mobile
Mobile
Email
Email
Yes
No
Country
Full name of superannuation fund or trust (if applicable)*
Type of trust*
Country of establishment*
ABN/ARSN or other unique identifying no.*
Full name of minor, estate, partnership or full business name (if applicable)*
Business name or partnership only
Country of formation*
ABN or other unique identifying no.*
Principal place of business (Not PO Box)*
City
Country
* Mandatory (where applicable)
State
Postcode
method of payment and banking instructions
The Company will not accept payment from any party other than the applicant in
relation to an application for Shares.
Direct Banking Details:
BSB
082 057
Account No
864837019
Account Name
Man AHL Diversified (AUD) Ltd
Subscription Moneys A/c
Bank Name
National Australia Bank
Bank Address
NAB House
255 George Street
Sydney NSW 2000 Australia
SWIFT
NATAAU3302S
(applicable for telegraphic transfer)
Currency
Australian Dollars
AUX Reference
Please quote the AUX number found on the top right hand side of the
Application Form when transferring the funds.
Sending your Application Form
Your completed and signed original Application Form together with your identification
documents for the purchase of the Shares must be sent to either:
Man Investments Australia Limited
Level 21 Grosvenor Place
225 George Street
Sydney NSW 2000
Australia
or
Man Investments Australia Limited
PO Box N672
Grosvenor Place NSW 1220
Australia
Delays in submitting your completed, signed original Application Form and your identification
documents may lead to rejection of your application.
For enquiries:
Phone
Toll free Australia
Email
Fax
(61-2) 8259 9999 or
1800 222 355 or
info@maninvestments.com.au
(61-2) 9252 4453
www.maninvestments.com.au
54 THE APPLICATION FORM
MAN AHL DIVERSIFIED (AUD) LIMITED
AB
Advisor’s Stamp
101817
MAN INVESTMENTS AUSTRALIA
AUX
MIA
101817
EP
AHL
MAN
Application Form page 2 of 3
DIVERSIFIED
(AUD) LIMITED
2.
Company details
Full name of company or company trustee (including incorporated bodies)*
ABN/ACN/ARBN or other unique identifying no.*
Are you a previous investor in a fund sponsored by MIA?
Yes
Contact person
No
Capacity of contact person
Type of Company (tick appropriate boxes)*
Foreign company not registered in Australia
Unregistered in home jurisdiction
Registered in home jurisdiction:
private company
public company
other (specify:________________)
Foreign company registered in Australia
Unregistered in home jurisdiction
Registered in home jurisdiction:
private company
public company
other (specify:________________)
Australian domestic company
Proprietary
Public
Country of incorporation or formation*
Registered office address (Not PO Box)*
City
State
Postcode
Date of incorporation*
Country
/
/
Primary place of business (only if different to the registered office address)*
City
State
Postcode
Country
Telephone (BH)
(AH)
Mobile
Email
Full names of all company directors (only applicable if private or proprietary company)*
Note: If you require additional space, please provide a list of directors on a separate page.
Are the signatories signing this Application Form the only authorised signatories for the company?
If no, please also supply an original certified copy of the authorised signatories list.*
Yes
No
Full name of superannuation fund or trust (if applicable)*
Type of trust*
Country of establishment*
Full name of minor or estate (if applicable)*
* Mandatory (where applicable)
ABN/ARSN or other unique identifying no.*
This page has been left blank intentionally.
56 THE APPLICATION FORM
MAN AHL DIVERSIFIED (AUD) LIMITED
AB
Advisor’s Stamp
101817
MAN INVESTMENTS AUSTRALIA
AUX
MIA
101817
EP
AHL
MAN
Application Form page 3 of 3
DIVERSIFIED
(AUD) LIMITED
3.
Correspondence address (complete if your correspondence address is different to the address in Part 1 or Part 2).
This address is used by the share registry as your registered address (if left blank, the address in Part 1 or Part 2 will be used).
Contact name and address
City
State
Country
4.
Postcode
Email (this address will be used to issue electronic notifications as elected in Part 4)
Electronic notification
By ticking this box I/we would like to receive electronic notification for annual reports and general correspondence.
By ticking this box I/we would like to receive electronic notification of the contract note.
(Australian residents only) I/we wish to be provided information about future investment opportunities
5.
electronic copy
paper copy.
Details for entry fee
Composition of Rebate
Fee to
Advisor
(0% to 3%)
Man AHL Diversified
(AUD) Limited
+
Rebate
(0% to 3%)
+
=
3%
=
3
Indicate whole % to be rebated on entry
Financial advisor (to be completed by financial advisor)
Name
6.
Signature
Date
Signing Authority (applicable for joint applicants only) – only complete this part if you wish to authorise the Company to effect
the instructions of:
any one of the signatories in Part 7
or all of the signatories in Part 7
Please indicate by ticking one of the boxes above. The authority to accept one signature will remain in force until it is revoked in writing
by both signatories. Failure to choose either option will result in both signatures being required for all future transactions.
IMPORTANT: By signing this Application Form I/we acknowledge and confirm that I/we have read the Prospectus and understand that:
(a) neither the Man Group nor the Directors guarantee or in any way stand behind the capital value or the performance of the Shares or investments
made by the Company;
(b) investment in the Shares is subject to investment risk including possible delays in payment and loss of income and principal invested;
(c) any person who gives another person access to this Application Form must at the same time and by the same means give the other person access to
the whole Prospectus and any supplementary documents;
(d) I am/we are not a US Person(s) as defined in Section 15 of the Prospectus; and
(e) the Prospectus contains important information about investing in the Shares.
7.
Applicant name(s) and signature(s) Please sign and print name where indicated*
Applicant/Director/Trustee Name (please circle)
Name
Signature
Date
Signature
Date
Applicant/Director/Trustee Name (please circle)
Name
This Application Form must not be handed to another person unless attached to the Prospectus. Applicants viewing the electronic prospectus may request a
paper copy of the Prospectus and Application Form from Man Investments Australia free of charge. The Prospectus expires on or before 2 May 2009. It is advisable
to read the Prospectus before applying for Shares.
Internal Use Only
ID Stamp
Date
Money Received
Initials
Expiry Date
TT Ref
AUS
NPC
Complete
Date
NZ
PC
Incomplete
Amount $
Country of origin
* Mandatory (where applicable)
This page has been left blank intentionally.
58 KEY INFORMATION
MAN AHL DIVERSIFIED (AUD) LIMITED
AC
Advisor’s Stamp
101817
MAN INVESTMENTS AUSTRALIA
AUX
MIA
101817
EP
AHL
MAN
application for additional shares
DIVERSIFIED
(AUD) LIMITED
I am/we are Shareholder(s) in Man AHL Diversified (AUD) Limited and wish to apply to purchase additional fully paid redeemable
Shares in Man AHL Diversified (AUD) Limited pursuant to the prospectus dated 2 April 2008 (‘the Prospectus’). I/We confirm
A$
has been transferred into the Subscription Moneys Account to cover payment for Shares. I/We request you to
allot the additional Shares applied for to me/us and authorise you to register me/us as the holder(s) of the Shares allotted. I/We
agree to be a member of the Company and to be bound by the terms of the Company’s Articles and the Prospectus. The name and
contact details for the additional Shares shall be identical to the initial investment made on the application number stated on the
top right hand side of this authority.
Investor Number+
I N
+ The Investor Number can be found on your contract note for any Shares previously issued to you by the Company.
Details for entry fee
Composition of Rebate
Fee to
Advisor
(0% to 3%)
Man AHL Diversified
(AUD) Limited
+
Rebate
(0% to 3%)
+
=
3%
=
3
Indicate whole % to be rebated on entry
Financial advisor (to be completed by financial advisor)
Name
Signature
Date
Applicant name(s) and signature(s) Please sign and print name where indicated*
Applicant/Director/Trustee Name (please circle)
Name
Signature
Date
Signature
Date
Applicant/Director/Trustee Name (please circle)
Name
Internal Use Only
ID Stamp
Date
Money Received
Initials
Expiry Date
TT Ref
AUS
NPC
Complete
Date
NZ
PC
Incomplete
Amount $
Country of origin
* Mandatory (where applicable)
method of payment and banking instructions
The Company will not accept payment from any party other than the applicant in
relation to an application for Shares.
Direct Banking Details:
BSB
082 057
Account No
864837019
Account Name
Man AHL Diversified (AUD) Ltd
Subscription Moneys A/c
Bank Name
National Australia Bank
Bank Address
NAB House
255 George Street
Sydney NSW 2000 Australia
SWIFT
NATAAU3302S
(applicable for telegraphic transfer)
Currency
Australian Dollars
AUX Reference
Please quote the AUX number found on the top right hand side
of the Application Form when transferring the funds.
Sending your Application Form
Your completed and signed original Application Form together with your identification
documents and payment for the purchase of the Shares must be sent to either:
Man Investments Australia Limited
Level 21 Grosvenor Place
225 George Street
Sydney NSW 2000
Australia
or
Man Investments Australia Limited
PO Box N672
Grosvenor Place NSW 1220
Australia
Delays in submitting your completed, signed original Application Form and your identification
documents may lead to rejection of your application.
For enquiries:
Phone
Toll Free Australia
Email
Fax
(61-2) 8259 9999 or
1800 222 355 or
info@maninvestments.com.au
(61-2) 9252 4453
www.maninvestments.com.au
60 THE APPLICATION FORM
MAN AHL DIVERSIFIED (AUD) LIMITED
AD
Advisor’s Stamp
101817
MAN INVESTMENTS AUSTRALIA
AUX
MIA
101817
EP
AHL
MAN
application for additional shares
DIVERSIFIED
(AUD) LIMITED
I am/we are Shareholder(s) in Man AHL Diversified (AUD) Limited and wish to apply to purchase additional fully paid redeemable
Shares in Man AHL Diversified (AUD) Limited pursuant to the prospectus dated 2 April 2008 (‘the Prospectus’). I/We confirm
A$
has been transferred into the Subscription Moneys Account to cover payment for Shares. I/We request you to
additional Shares applied for to me/us and authorise you to register me/us as the holder(s) of the Shares allotted. I/We agree to be a
member of the Company and to be bound by the terms of the Company’s Articles and the Prospectus. The name and contact details
for the additional Shares shall be identical to the initial investment made on the application number stated on the top right hand
side of this authority.
Investor Number+
I N
+ The Investor Number can be found on your contract note for any Shares previously issued to you by the Company.
Details for entry fee
Composition of Rebate
Fee to
Advisor
(0% to 3%)
Man AHL Diversified
(AUD) Limited
+
Rebate
(0% to 3%)
+
=
3%
=
3
Indicate whole % to be rebated on entry
Financial advisor (to be completed by financial advisor)
Name
Signature
Date
Applicant name(s) and signature(s) Please sign and print name where indicated*
Applicant/Director/Trustee Name (please circle)
Name
Signature
Date
Signature
Date
Applicant/Director/Trustee Name (please circle)
Name
Internal Use Only
ID Stamp
Date
Money Received
Initials
Expiry Date
TT Ref
AUS
NPC
Complete
Date
NZ
PC
Incomplete
Amount $
Country of origin
* Mandatory (where applicable)
method of payment and banking instructions
The Company will not accept payment from any party other than the applicant in
relation to an application for Shares.
Direct Banking Details:
BSB
082 057
Account No
864837019
Account Name
Man AHL Diversified (AUD) Ltd
Subscription Moneys A/c
Bank Name
National Australia Bank
Bank Address
NAB House
255 George Street
Sydney NSW 2000 Australia
SWIFT
NATAAU3302S
(applicable for telegraphic transfer)
Currency
Australian Dollars
AUX Reference
Please quote the AUX number found on the top right hand side
of the Application Form when transferring the funds.
Sending your Application Form
Your completed and signed original Application Form together with your identification
documents and payment for the purchase of the Shares must be sent to either:
Man Investments Australia Limited
Level 21 Grosvenor Place
225 George Street
Sydney NSW 2000
Australia
or
Man Investments Australia Limited
PO Box N672
Grosvenor Place NSW 1220
Australia
Delays in submitting your completed, signed original Application Form and your identification
documents may lead to rejection of your application.
For enquiries:
Phone
Toll Free Australia
Email
Fax
(61-2) 8259 9999 or
1800 222 355 or
info@maninvestments.com.au
(61-2) 9252 4453
www.maninvestments.com.au
62 THE APPLICATION FORM
MAN AHL DIVERSIFIED (AUD) LIMITED
MAN AHL DIVERSIFIED (AUD) LIMITED
MAN
DIVERSIFIED
( AUD ) LIMITED
2 April 2008
PROSPECTUS
MAN AHL DIVERSIFIED (AUD ) LIMITED ARBN 122 436 408
Selling Restrictions for
Man AHL Diversified (AUD) Limited
General
Hong Kong
The distribution of the Prospectus and the offer of Shares may
be restricted in certain jurisdictions. The information below
is for general guidance only and is not legal advice. It is the
responsibility of any person or persons in possession of the
Prospectus and wishing to make an application for Shares to
inform themselves of and to observe all applicable laws and
regulation of any relevant jurisdiction.
Notwithstanding anything stated in the Prospectus, the
minimum subscription for investors based in Hong Kong is
HKD500,000 or the equivalent thereof in Australian Dollars (to
ensure compliance with the minimum subscription exemption
contained in Section 4 of Part 1 of the Seventeenth Schedule
to the Companies Ordinance (Cap 32) of Hong Kong).
European Economic Area — excluding Germany,
Italy and Norway
In the case of persons to whom Shares are offered in the
EEA, notwithstanding anything stated in the Prospectus,
the minimum subscription that will be accepted from such a
person (an ‘EEA Investor’) is AUD equivalent of EUR 50,000.
This provision applies in addition to any further specific selling
restrictions for EEA countries referred to below.
Canada
The Shares may not be offered or sold, and the Prospectus
may not be delivered, in Canada or to a resident of Canada
unless and until the Prospectus is accompanied by an
appropriate Canadian wrapper. In addition, the Shares may
only be offered or sold to qualified investors in Canada, in
accordance with the requirements of the securities regulations
of the investor’s place of residence or domicile.
Cook Islands
With the exception of companies incorporated pursuant to the
International Companies Act 1981-82 and trusts registered
pursuant to the International Trusts Act 1984, persons in the
Cook Islands (natural or corporate) are statutorily precluded
from holding shares in the capital of the Company; the offer is
therefore not extended to such persons.
Germany
The Shares, which are the object of the Prospectus,
are neither registered for public distribution with the
Federal Financial Supervisory Authority (Bundesanstalt
für Finanzdienstleistungsaufsicht – ‘BaFin’) according
to the German Investment Act nor listed on a German
exchange. No sales prospectus pursuant to the German
Securities Prospectus Act or German Sales Prospectus Act
or German Investment Act has been filed with the BaFin.
Consequently, the Shares must not be distributed within the
Federal Republic of Germany by way of a public offer, public
advertisement or in any similar manner and the Prospectus
and any other document relating to the Shares, as well as
information or statements contained therein, may not be
supplied to the public in the Federal Republic of Germany
or used in connection with any offer for subscription of the
Shares to the public in the Federal Republic of Germany or
any other means of public marketing.
Guernsey
The Shares are not being offered to the public in Guernsey
and the Shares will not be offered to the public unless all
the relevant legal and regulatory requirements of Guernsey
law have been complied with. The Prospectus may not be
generally distributed in Guernsey.
A315
Prospectuses provided to residents of Hong Kong must have
the following wording on the front cover:
Please note: The minimum subscription for investors based
in Hong Kong is HK$500,000 (or the equivalent thereof in
Australian Dollars) to ensure compliance with the HK$500,000
minimum subscription exemption contained in section 4
of Part 1 of the Seventeenth Schedule to the Companies
Ordinance (Cap 32) of Hong Kong.
Warning: The contents of this document have not been
reviewed by any regulatory authority in Hong Kong. You are
advised to exercise caution in relation to the offer. If you are
in any doubt about any of the contents of this document, you
should obtain independent professional advice.
Isle of Man
The Company is an unregulated collective investment
scheme for the purposes of Isle of Man law. Accordingly,
the promotion in the Isle of Man of the Shares is restricted
by Section 1 of the Financial Supervision Act 1988 and the
Shares may only be promoted in the Isle of Man to holders
of banking or investment business licences issued pursuant
to the Banking Act 1998, or Section 3 of the Investment
Business Act 1991 (‘IBA’), or to persons whose ordinary
business involves the acquisition or disposal of property of the
same kind as the property or a substantial part of the property
to which the Company relates. Promotion of the Shares may
also be made by persons who are ‘permitted persons’ for the
purposes of the IBA to those persons to whom unregulated
collective investment schemes can be marketed pursuant
to the Financial Supervision (Promotion of Unregulated
Schemes) (Exemption) Regulations 1992.
The Company is not subject to approval in the Isle of Man and
investors are not protected by any statutory compensation
arrangements in the event of the Company’s failure.
The Isle of Man Financial Supervision Commission does not
vouch for the financial soundness of the Company or the
correctness of any statements made or opinions expressed
with regard to it in this prospectus.
Italy
No offering of the Shares nor any distribution of any offering
materials relating to the Shares will be made in the Republic
of Italy unless the requirements of Italian law concerning the
offering of collective investment schemes have been complied
with, including (i) the requirements of Article 42 and Article 94
and seq. of Legislative Decree No 58 of 24 February 1998
and CONSOB Regulation No 11971 of 14 May 1999; and (ii)
all other Italian securities tax and exchange controls and any
other applicable laws and regulations, all as amended from
time to time.
Japan
The Shares have not been and will not be registered for a
public offering in Japan under the Securities and Exchange
Law of Japan. The Company does not intend to offer the
Shares directly or indirectly to a resident of Japan. As used
in this paragraph, ‘resident of Japan’ means any person
resident in Japan, including any corporation or other entity
organised under the laws of Japan.
Jersey
No steps have been taken to obtain a consent under the
Control of Borrowing (Jersey) Order 1958, as amended
and the Shares may not be offered or sold in Jersey in
circumstances which would constitute an offer to the public
for the purposes of Article 8 of such law.
Norway
Any offering of Shares is not a public offer in Norway. The
Prospectus is for the intended recipient only and may not in
any way be forwarded to any other person or to the public
in Norway.
Singapore
The offer, which is the subject of the Information
Memorandum, is not allowed to be made to the retail public.
The document does not constitute a prospectus as defined
in the Securities and Futures Act, Chapter 289 of Singapore
(‘SFA’). Accordingly, statutory liability under the Act in relation
to the content of prospectuses would not apply. You should
consider carefully whether the investment is suitable for you.
The offer, which is the subject of the Prospectus may also
be made to the institutional investors specified in Section
304 of the SFA.
The Prospectus has not been registered as a prospectus
with the Monetary Authority of Singapore. Accordingly,
the Prospectus and any other document or material
in connection with the offer or sale, or invitation for
subscription or purchase of Shares may not be circulated or
distributed, nor may Shares be offered or sold, or be made
the subject of an invitation for subscription or purchase,
whether directly or indirectly, to persons in Singapore other
than (i) to an institutional investor, and in accordance with
the conditions, specified in Section 304 of the SFA, (ii)
to a relevant person, or any person pursuant to Section
305(2), and in accordance with the conditions, specified in
Section 305 of the SFA or (iii) otherwise pursuant to, and
in accordance with the conditions of, any other applicable
provision of the SFA.
Where Shares are subscribed or purchased under Section
305 by a relevant person which is: (a) a corporation (which
is not an accredited investor) the sole business of which is
to hold investments and the entire share capital of which
is owned by one or more individuals, each of whom is
an accredited investor; or (b) a trust (where the trustee is
not an accredited investor) whose sole purpose is to hold
investments and each beneficiary is an accredited investor,
shares, debentures and units of shares and debentures of
that corporation or the beneficiaries’ rights and interest in
that trust shall not be transferable for six months after that
corporation or that trust has acquired the Shares under
Section 305 except: (i) to an institutional investor or to a
relevant person, or to any person pursuant to an offer that is
made on terms that such rights or interest are acquired at a
consideration of not less than SGD200,000 (or its equivalent
in a foreign currency) for each transaction, whether such
amount is to be paid for in cash or by exchange of securities
or other assets; (ii) where no consideration is given for the
transfer; or (iii) by operation of law.
Note: The information memorandum comprises the
prospectus and the document entitled ‘Information for
Relevant Persons and Designated Institutions in Singapore’.
Both of these documents must be given to potential
investors.
Switzerland
The Shares may be offered by way of a private placement to
a small number of investors without any public offering. The
Prospectus as well as any other offering material relating
to the Company is confidential and may therefore not be
distributed to the public.
Taiwan
The Prospectus has not been and will not be registered
with the Financial Supervisory Commission of Taiwan (ROC)
pursuant to applicable securities laws and regulations
and the Shares may not be offered or sold within Taiwan
(ROC) through a public offering or in circumstances which
constitute an offer within the meaning of the Securities and
Exchange Law of Taiwan (ROC) that requires a registration
or the approval of the Financial Supervisory Commission of
Taiwan (ROC). No person or entity in Taiwan (ROC) has been
authorised to offer or sell the Shares in Taiwan (ROC).
United Kingdom
When distributed in, from or into the United Kingdom the
Prospectus is only intended for investment professionals,
high net worth companies, partnerships, associations or
trusts and investment personnel of any of the foregoing
(each within the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005), persons outside the
European Economic Area receiving it non-electronically
and any other persons to whom it may be communicated
lawfully, and subject to compliance with the conditions set
out in Section 86 of the Financial Services and Markets Act
2000. No other person should act or rely on it. Persons
distributing the Prospectus in, from or into the United
Kingdom must satisfy themselves that it is lawful to do so.
United States
The Shares have not been and will not be registered under
the US Securities Act of 1933, as amended, and may not at
any time be directly or indirectly offered or sold in the United
States or to or for the benefit of any US person.
The attention of potential investors is drawn to section 8 of the Prospectus entitled ‘Key Risks’ and also
section 11 of the Prospectus, entitled ‘The Shares’. Attention is also drawn to the enclosed ‘Identification
Requirements’ document.
Identification Requirements for Australian Investors
In order to carry out verification of identity, Australian investors1 must submit all relevant documentation, as outlined below,
along with the completed appropriate form1.
Please ensure that the appropriate form1 is completed in full and submitted with all relevant documentation to avoid
delays in the processing or possible rejection of the transaction.
Existing investors may be required to provide additional information when selling, redeeming or transferring shares
or if the investor’s circumstances change.2
Investor Type
Documentation Required
Individuals (including trustees,
beneficiaries and joint investors)
(a)Certified copy3 of one of the following (showing investor’s photograph4
and signature):
(i) Extract from a valid passport; OR
(ii) Driver’s licence; OR
(iii)State or Territory proof of age card
Companies registered in Australia1
or listed on the Australian Stock Exchange
(a)If a proprietary company, provide a list of shareholders holding 25%
or more of the issued share capital in the company
Trust (registered scheme, regulated trust,
fund established by legislation)
(a)Ensure all information in relation to the trust and trustee is completed
as required on the application or transfer form.
Australian trust not regulated or registered
by any Government Authority
(a)Certified copy3 or certified extract of the trust deed; AND
(b)Identification documents for one of the trustees as per the relevant
investor type; AND
(c)List of names/class of beneficiaries
Partnerships
(a)Registered business name of the partnership (if any); AND
(b)List of all partners (including names, dates of birth & residential5
addresses); AND
(c)Identification documents for one of the partners as per the relevant
investor type above; AND
EITHER
(d)ABN; OR
(e)Certified copy3 or certified extract of the partnership agreement
Incorporated Associations
(a)Unique identifying number; AND
(b)List including full names of chairperson, secretary and treasurer; AND
EITHER
(c)The name of the body responsible for incorporation; OR
(d)Certified copy3 or certified extract of the rules or constitution
of the association
Unincorporated Associations
(a)List including full names of chairperson, secretary and treasurer; AND
(b)Identification documents (refer to relevant investor type above) for one
of the members listed in (a); AND
(c)Certified copy3 or certified extract of the rules or constitution of
the association
Registered Co-operatives
(a)Unique identifying number issued by the registering body; AND
(b)List including full names of chairperson, secretary and treasurer; AND
EITHER
(c)The name of the body responsible for registration; OR
(d)Certified copy3 or certified extract of any register maintained
by the co-operative
Australian Government Bodies
(a)The type of body; AND
(b)If the government body is established by legislation provide a copy
or extract of the relevant legislation
1
A366
ID/AUS/0808
NOTES
1
Australian investors and appropriate forms
Individuals who are residents of Australia or companies or other entities that are registered or formed in Australia.
Investors include new applicants and transferees. Appropriate forms include application or transfer forms.
2
an Investments Australia (MIA) reserves the right to request further documentation, other than that listed on page 1,
M
where deemed necessary.
3
Certified copies
Documents may be certified by a lawyer, judge, magistrate, chief executive officer of a Commonwealth court, registrar
or deputy registrar of a court, Justice of Peace, notary public, an agent of the Australian Postal Corporation (who is in
charge of an office supplying postal services to the public or has 2 or more years experience), police officer, an Australian
consular official, an officer with 2 or more years service with a financial institution; an officer or authorised representative of
a holder of an AFSL, having 2 or more years service with a licensee.
MIA will only accept copies of identification documentation that are certified in original ink, where the certifying person:
(i) Has written ‘This is a true copy of the original’ on the document; AND
(ii) The company stamp is clear; AND
(iii)The signature of the certifying person, including a printed name, is evident on each page requiring certification.
Where documents are not in English you must ensure that a translation into English is provided by an accredited
translator.
4
Identification documentation for individuals
If you do not have any photo ID please refer to the ‘Frequently Asked Questions’ (FAQ) in the Anti-Money Laundering
section on www.maninvestments.com.au or contact MIA (see details below) for details of alternative documents that can
be provided.
5
Residential address
For individuals this is the address at which they permanently reside. This cannot be a post office (PO) box
or a c/- address.
If you have any questions relating to these requirements please contact MIA Client Services on +(61-2) 8259 9999 or
1800 222 355 (Toll Free Australia) or via email: info@maninvestments.com.au
2
A366
ID/AUS/0808